CONTRACT NO.

SAC-ALIM/Contract/SC/VII/2011, July 20, 2011

Sale and Purchase Contract for Steam Coal

Contract No: SAC-ALIM/Contract/SC/VII/2011 SAC-ALIM/Contract/SC/VII/2011 This contract is made on July 20, 2011 by and between: 2011 SELLER Name Address Telephone Mail Represented : PT. ANUGERAH LANCAR INDO MAKMUR : Jln.Pandan Sari No. 33 Rt. 11 Banjarmasin - South Kalimantan : +62 511 4364688 : [email protected] : MR. H.ENDRA AGUS SALIM 07 20

Buyer Name Address Telephone Mail Represented

: : PT Sumber Alam Cerah : Boulevard Barat Raya Ruko Inkopal Blok C No. 42 -43A, Jakarta Utara 14240, Indonesia : +62-813.8955.9632 : [email protected] : Mr. Ir. Yaminson Gewang

DEFINITIONS In this Agreement unless the context otherwise requires: 1). 2). 3). 4). 5). "adb" means air dried basis. adb "arb" means as received basis. arb "Cargo" means cargo of approximately 32,000 MT +/-10% as per sellers option. Cargo Coal FOB has meaning ascribed to such term in INCOTERMS 2000 (as amended from time to time). FOB 6). INCOTERMS 2000 CFR has meaning ascribed to such term in INCOTERMS 2000 (as amended from time to 32,000 +/-10% "Coal" means steaming coal produced for the Seller from Kalimantan.

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time). CFR 7). INCOTERMS 2000 "Loading Port" means the vessel anchorage at, Kalimantan, Indonesia, or such other port as the parties may agree to in writing. 8). 9). 10). Discharge Port means Any Southern Port of China. "Kcal/Kg" means kilocalories of energy per kilogram of coal. Kcal/Kg When calculating any price or adjusted price, or componen t thereof, the results of such calculation shall be rounded to the nearest cent and on half of a cent shall be rounded up. When calculating any tonnage, the results of suc h calculation shall be rounded to the nearest tonne and one half of a tonne shall be rounded up. 0.5 1 0.5 11). 12). 13). 14). 1 "US$" means (unless otherwise specified) the currency of the United States of America. US$ "Party" or "Parties" means Seller or Buyer or Both. Party Parties Metric Tonne or MT or Tonne shall mean 1,000 kilograms. MT 1,000 Base Price means the base price for Coal fixed in accordance with Clause 3.1, 3.3,3.4. 15). 3.1 3.3 3.4

Delivery time at the Loading Port means the first day when ship sail to loading port or anchorage.

16).

Delivery time at the Discharging Port means the first day when ship sail to discharge port or anchorage.

17).

Unless the context otherwise requires, the singular shall including the plural and vice versa.

18).

The contract signed through electronic method shall be valid as original contract and can be sent through email to each other.

19).

THE SELLER and THE BUYER hereinafter called BOTH PARTIES based on goodwill and mutual benefit principle agreed to SELL and PURCHASE Steam Coal with the following terms and conditions.

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1.

QUANTITY Both buyer and seller agree that the first shipment is 50,000MT, After the first shipment, both parties agree the total Annu al Quantity of approximately 1,200,000 MT +/-10% (as per sellers option), the monthly quantity is 100,000 MT +/-10%. Total contract quantity is 1,200,000 MT. 50,000 ( ) 100,000 +/-10% 1,200,000 +/-10% 1,200,000

2.

LOADING AND DELIVERY DATE / 2.1 Delivery of the first shipment: within 30 calendar days after LC effective date. 30

2.2 Loading port: TBA :TBA

2.3 Laycan

2.4 Laytime: Laytime to be commenced 12 hours from NOR tendered, unless loading operation started earlier when laytime to be calculated from the actual time. Loading shall be completed within 6 weather working days : 6 NOR 12 ,

3.

PRICE 3.1 The base price is USD 89.00 per MT FOB MV. 89.00 FOB MV. 3.2 Both Seller and Buyer agree that the price terms is per three months based on the date of contract valid and effective, e very price term will be negotiated price once a time, annular one year shall be divided into 4 price terms, before 25 days of the basis date, both parties shall to negotiate the price and the conclusion shall be made in written paper record. every month (one vessel) every price term will be negotiated cost of freight once a time, annular one year shall be divided into 12 price terms, Every 1st per month of the basis date, both parties shall to negotiate the price and the conclusion shall be made in written paper record .

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3.3 The Base Price shall be adjusted in accordance with Clause 4.2. 4.2 3.4 The Base Price for Coal delivered shall be based on Net Calorific Value NCV (ARB) of 5,500 Kcal/kg. 5,500 4. /

QUALITY 4.1 The quality of Coal delivered hereunder shall conform to the following typical specification determined in accordance with ISO Standards by SGS at the loading port: SGS
Steam Coal Specification Description Total Moisture Inherent Moisture Ash Content Volatile Matter Total Sulfur Fixed Carbon Gross Calorific Value Net Calorific Value HGI Index Ash Fusion Temperature Size 0mm ~ 50mm Type ARB ADB ADB ADB ADB ADB ADB ARB ADB ADB ADB Unit % % % % % % Kcal/Kg Kcal/K Point C % 90.00 < 85.00 Base 6300 Kcal Reject >18.00 Analysis ASTM ASTM ASTM ASTM > 1.00 ASTM ASTM < 6100 <5300 ASTM-D 5865-07 ASTM ASTM ASTM Typical 16.00 10.00 ~ 12.00 8.00 ~ 12.00 30.00 ~ 45.00 0.8 By different 6300 ~ 6100 5500 ~ 5300 45.00 ~ 50.00 > 14.00

ISO

4.2 Price Adjustment If the Certified total Moisture on an as received basis of a shipment of coal, as determined by the independent inspection authority, excess or less than Sixteen(16) Percent, then the weight by which the total Moisture is in excess or less Sixteen (16) shall be adjusted as follows : Adjusted Weight = Certified weight x [100 (Certified Total Moisture% (arb) 16%)]
100

4.3 If the certified net calorific value on an A RB a shipment of coal, as determined by the independent inspection authority is in excess or less than 5,500 Kcal / Kg but is within the rejection Limit for calorific value, the base price per metric ton of coal shall be adjusted by the following formula : Price Adjustment = Base Price x Actual Weight x Contract ARB - Certified ARB 5300 Kcal/Kg

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4.4 Both of Parties (BUYER and SELLER) for the difference of bonus and penalty

calculation in the above which can do the payment with BANK T/T within 7(SEVEN) working / banking days after receiving the actual Sellers invoice.

5.

WEIGHT AND QUALITY DETERMINATION 5.1 The Weight of each Shipment shall be determined by a draught Survey taken at the Port / Point of Shipment to be performed by internationally reputed marine surveyor such as CCIC or SGS. The Seller shall procure that internationally reputed marine surveyor shall issue to the Buyer and the Seller a certificate certifying the weight of the shipment (the Weight Certificate). 5.2 A certificate of weight, sampling and analysis issued pursuant to Clause 5.1 shall subject to Clause 4, be the basis of Sellers invoices and shall be the final binding analysis. 4 5.1

5.3 Buyer and Seller shall have the right to attend or be represented, at their own expense and risk, at the weighing and analysis pursuant to Clauses 5.1. 5.1 5.4 Final inspection shall be at Loading Port.

6.

METHOD of PAYMENT 6.a Both Buyer and Seller shall adopt 100%, irrevocable and non-transferable Letter of Credit from Prime International Bank ( ) 100% at sight. The procedure of transaction of issuance Letter of Credit shall be according formal bank to bank system as below : Within 5 working days upon signing the contract, Seller shall issue the non operative performance bond through Sellers bank to Buyers bank that covers 2% of total amount of coal price in quantity of each shipment in favor of the company nominated by the Buyer. When the buyer receive the performance bond from seller, within 5 working days the buyer shall open an Irrevocable, Non-transferrable Letter of Credit 100 payable at sight against loading port payment document to seller in favor of seller nominated company as beneficiary. The L/C amount should cover the value of 100% quantity of each shipment to be delivered plus or minus 10%. The PB is to become operative at the same time when LC is received by Sellers bank.

Guarantees and letters of credit buyers and sellers should be completed

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within 30 days before delivery, acceptable to the Bank operations . The valid of PB shall be the same duration of LC validity.
5 2% 100 100% 30 The applicant of the Letter of Credit shall be the Letter of Credit shall be ............................. . 6.b 6.c All bank charges of L/C issuing bank are for the account of the Buyer and all bank charges outside the issuing bank including reimbursement charges are for the account of the Seller The L/C should be valid for 90 days from the date of credit issuing. : 6.d 90 . 10% LC and the beneficiary of 5

Document(s) for payment the L/C :

1. Three (3) original copies of Commercial Invoice each signed by the seller detailing the quantity of coal shipped, unit price, the amount due in-accordance with the term thereof, the name of the vessel, bill of Lading date Showing price and weight adjustment for total moisture (arb), ASH(adb), and GCV(adb) as per the analysis report issued by independent inspection agency at Loading Port. 2. A full set of three (3) original negotiable and three (3) non negotiable clean on board Bill of Lading, signed by the master of the vessel or his authorized agent marked Freight Collect . Charter party Bills of Lading acceptable. 3. One (1) Original and Three (3) copies Certificate of Inspection, Sampling and Analysis Issued as per Clause 9 & 10 of this contract. 4. One (1) original and three (3) copies Certificate of weight issued as per the Clause 11 of this Contract. 5. One (1) original and three (3) copies Certificate of origin Form D issued by Chamber of Commerce or from relevant Government Authorities. 6. One (1) original and three (3) copies Certificate of Draft Survey issued as per the Clause 11 of this Contract.

7.

REJECTION 7.1 Seller shall use its best endeavors to ensure that coal meets the element of quality listed in Clause 4.1. In the event that the quality of Coal as determined by analysis of the samples taken during the course of loading indicates the final analysis of the shipment is likely to exceed the elements of quality listed in Clause 4.1 , the seller shall endeavor to remedy the problem.

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4.1 4.1 7.2 If coal quality reaches rejection standards, Seller and Buyer shall negotiate in good faith to agree an equitable settlement for such shipment (which may include a reduction in price).

8. TITLE AND RISK OF LOSS The title with respect to the shipment shall pass from the Seller to the Buyer when the Sellers bank receives reimbursement of the proceeds from the L/C issuing Bank through the L/C negotiating Bank against the respective documents as set forth in Clause 6 after completion of Loading at the Loading port with effect retros pective to the time of delivery of the coal. 6 , Risk in the Coal shall pass from the Seller to the Buyer in accordance with the CFR provisions of INCOTERMS 2000 (as amended from time to time). INCOTERMS 2000 9. INSURANCE Buyer shall be responsible cover from delivery point to destination point. CFR

10. FORCE MAJEURE If at any time during the existence of this Contract either party is unable to perform whole or in part any obligation under this Contract due to war, hostility, military operation of any character, civil commotion, sabotage, quarantine restrictions, acts of government, fire, floods, explosions, epidemics, strikes or other labor trouble, embargoes as well as vessel breakdown then the date of fulfillment of any obligation shall be postponed during the time when such circumstances are operative. Within 5 days after event of Force Majeure happened, seller shall advise Buyer accompanied with a certification of this event issued by relevant authority is required.

Any waiver/extension of time in respect of the delivery of any installment or part of the goods shall not be deemed to be waiver/extension of time in respect of the remaining

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deliveries. If operation of such circumstances exceeds 3 (three) months, either party will have the rights to refuse further performance of the Contract in which case neither party shall have the right to claim eventual damages. The party which is unable to fulfill its obligations under the present Contract must within 15 days of occurrenc e of any of the causes mentioned in the Contract informs the other party of the existence of circumstance preventing the performance of this Contract. Certificate issued by a Chamber of Commerce or any other competent authority connected with the cause in the country of the Seller or the Buyer shall be sufficient proof of the existence of the above circumstances and their duration. Non -availability of material will not be an excuse to the Seller for not performing their obligations under this Contract. / 3 15 /

11. ASSIGNMENT This Agreement is binding on and for the benefit of the Parties and their successors, transferees and assigns, but this agreement shall not be assigned or transferred by Seller or Buyer, in whole or in part, either voluntarily or by operation of law, without the written consent of the other Party being first obtained but such consent to assignment shall not be unreasonably withheld.

12. NOTICES Any notice given by one Party to the other shall be in the Chinese language or English language and sent by facsimile or email. Any notice sent by facsimile or email shall be deemed received on the day of transmission.

13. GOVERNING LAW AND DISPUTE RESOLUTION 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 breach thereof shall be settled by Arbitration in accordance with the International Rules of Arbitration and the award made in pursuance thereof shall be binding on both parties. The venue of arbitration proceedings will be in Singapore. The Contract shall be governed and construed by Singapore Law.

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14. MUTUAL COLLABORATION Seller and Buyer recognize that circumstances may arise which could not have been foreseen at the time this Contract was entered into and agree that they will use their best efforts solve any problems due to such unforeseeable circumstances in a spirit of mutual understanding and collaboration.

15. ENTIRE AGREEMENT AND AMENDMENT 15.1 This agreement contains the entire agreement between Seller and Buyer in relation to the sale and purchase of Coal hereby agreed to be sold and purchased and supersedes all prior negotiations , understandings and agreements, whether written or oral.

15.2

This Contract shall not be modified, amended or supplemented except by and instrument in writing duly executed by Seller and Buyer.

15.3

Terms and conditions, which have not been mentioned in the present Contract, are to be regulated by INCOTERMS 2000 with Latest amendments for CFR deliveries. 2000 CFR

16.

DURATION

This Contract shall be effective one year after mutual signatures and affixing of badges and shall remain in force until completion of the parties obligations herein.

The one in four copies, each party holds two. Electronic scanning, signed and sealed with the original contract has the same lega l effect. Should there be conflict between the English text and the Chinese text; the English text shall take precedent. 17. END USER

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Buyer warrants that the subject cargo is for end use by thermal coal users.

18.BANK INFORMATION Seller bank information Beneficiary L/C Company Name Company Address Representative Company Representative Company Company mail Tel Fax

Name of Bank Bank Address Account Name BANK TEL. NO. BANK FAX Account Number SWIFT CODE Bank Officer Buyer bank information Company Name Company Address Company Company Company Tel Fax mail CIMB

Name of Bank Bank Address Account Name Account Number Swift CODE Bank Tel

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FOR AND ON BEHALF OF BUYER

FOR AND BEHALF OF SELLER

___________________________________________

__________________________________________

Mr. Ir. Yaminson Gewang

Mr. Hendra Agus Salim

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