SALES AND PURCHASE AGREEMENT INDONESIA STEAMING COAL NO : LGI - KTP - 2009 - SPOS ‘This Agreement is made and entered into in Jakarta on September 11, 2009 by and between: PT. KARYA TANGGUH PERKASA, a corporation existing under the laws of Indonesia, having its address at JI. Ir. H. Juanda III No. 10A Kel. Kebon Kelapa, Kec. Gambir, Jakarta Pusat, Indonesia, represented by: Mr. Rubyanto Komala in his capacity as the representative officer (hereinafter referred to as the "SELLER’). and LG INTERNATIONAL (S’PORE) PTE., LTD., a corporation existing under the laws of Singapore, having its address at 8 Temasek Boulevard #27-03 Suntec Tower 3, Singapore 038988, represented by: Mr. J.J. Park in his capacity as Head of Coal ‘Trading Team 1 (hereinafter referred to as "BUYER'). NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual covenants herein contained, the parties hereto agreed and confirmed as follows: ftArticle 1 - Commodity, Quantity and term of contract cl 1.2, 13. Commodity: Indonesian Steam Coal in Bulk, KTP Coal Brand Quantity: 20,000 MT +/- 10% per month * 60,000MT +/- 10% at Buyer’s option : September 18", 2009 ~ December 31*,2009. * 60,000MT +/- 10% at Buyer’s option : January 1“, 2010 ~ March 31" ,2010 Delivery Period September 18", 2009 ~ March 31+, 2010 (10 days laycan shall be mutually agreed later) Article 2 - Delivery Terms 2.1, 2.2. 2.3 Article 3 - Guaranteed Specificatio: 6H B Shipments: ‘The total quantity of the commodity shall be shipped on: - FAS term basis - FAS shall means that Seller delivers the goods on barges alongside the vessel nominated by Buyer at the loading anchorage - Indonesian origin - Loading anchorage: Muara Berau or Muara Jawa, East Kalimantan Vessel's Nomination: Buyer shall nominate a loading Laycan to Seller at least 14 days before the first date of required Laycan for Seller’s acceptance and once agreed by both Buyer and Seller, Buyer shall nominate the vessel with loadable quantity to Seller at least 7 days prior to the estimated time of arrival (ETA) of vessel to loading anchorage within the agreed laycan. Delivery Schedule: Buyer shall load 20,000MT into several vessel every month and Seller shall provide sufficient number of barges (6 barges) to perform the total cargo. As per ASTM standard for sampling and analysis: Guaranteed Rejection - Total Moisture (As Received Basis) 15% 18 % max - Inherent Moisture (Air Dried Basis) 9 ~ 12 % approx - Ash (Air Dried Basis) 13% 15 % max - Volatile Matter (Air Dried Basis) 41% Approx - Fixed Carbon by difference - Total Sulphur (Air Dried Basis) 1.7% 1.9 % max - Gross Calorific Value (Air Dried Basis) 5,800 Keal/Kg _5,500Kcal/kg min - HGI 42 Min- Size(0 - 50 mm) 95% 90% min 3.2 If the coal quality result as the Article in 5.2 is out of the Guaranteed Specifications in the Article 3.1, Buyer shall have the right to reject the subject cargo and direct loss incurred by this rejection shall be the responsibility of the Seller. In case of rejection, the Buyer has right to hold any outstanding payment to the Seller until the matter is resolved. Article 4 - Unit Price and Price Adjustments: 4.1. Basic Price Subject to the following provisions and the requirements set forth below, the price of the commodity shall be as follows: - For delivery period September 18, 2009 ~ December 31% ,2009 : USD 46.00 (United States Dollars Forty Three Only) per Metric Ton, FAS, Muara Berau or Muara Jawa, East Kalimantan, Indonesia. - For delivery period January 1s ,2010 ~ March 31*, 2010: Subject to Indonesia Coal Index GAR 5,000kcal/kg (Argus Coal International) with the formula as follows; ICI (Nov + Dec avg) - Price formula: US$ 46.00 x January ICI (date will be discussed later) 4.2. Price adjustments (Bonus/Penalty) shall apply to all coal shipments under this contract following the terms set forth below: %* Total Moisture (As Received Basis] If the Total Moisture (As Received Basis) of the cargo exceeds 15%, the exceeds 15% shall be deducted from the total cargo weight of the shipment for invoice purposes, as followings: Adjusted weight = Certified of weight - (Certified Weight x (Actual TM ~ 15.0%)/100) %* — Gross Calorific Value (Air Dried Basis) If actual GCV(adb) is above/below 5,800 Kcal/kg, the price shall be adjusted as follows: Actual Gross Calorific Value (ADB) 5,800 Keal/keg Al Adjusted price = FAS Barge price XAsh (Air Dried Basis] If actual Ash (adb) exceeds 13% above, the price shall be reduced by USD 0.30 per metric tones per 1% of excess Ash (adb} (pro-rata basis). Total Sulfur (Air Dried Basis If actual TS (adb) exceeds 1.7% above, the price shall be reduced by USD 0.30 per metric tones per 0.1% of excess TS (adb) (pro-rata basis). 4.3 Whereas the actual certified results are outside the rejection limit and the Buyer declares to accept such shipment with liquidated damages, the rejection liquidated damages calculation is as follows; * Gross Calorific Value (Air Dried Basis] FOB Barge Price x (Rejection GAD ~ Actual GAD) /Guaranteed GAD) x 1.8 Ash (Air Dried Basis) If actual Ash content exceeds the Rejection value, the associated liquidated damages shall equal U$0.45 per MT for each 1% difference between the actual Ash content and the rejection value (pro-rata basis) Total Sulfur (Air Dried Basis) If actual Sulfur content exceeds the Rejection value, the associated liquidated damages shall equal U$0.50 per MT for each 0.1% difference between the actual Sulfur content and the rejection value (pro-rata basis) Total Moisture (As Received Basis! If actual Total Moisture content exceeds the Rejection value, the associated liquidated damages shall equal 1.5% of FOB Barge price for each 1% difference between the actual Total Moisture and the rejection value (pro-rata basis) Size If actual percentage for Size above 50mm exceeds the Guaranteed percentage, the base price shall be reduced as follows: 1% of FOB Barge Price for each 1% difference between the actual percentage for Size above 50mm and the guaranteed percentage (pro-rata basis} Article 5 - Weight and Quality Determinations 5.1. P Weight ‘The cargo weight of each shipment shall be calculated to the nearest metric ton (MT) 4 at5.2. using draft surveys and shall be determined at the loading port. The éraft-surveys shall be conducted by Independent Surveyor nominated by Buyer. The Independent Surveyor shall provide the corresponding Certificate of Weight for each shipment at loading port. The weight so determined shall be final and binding upon SELLER and BUYER for the purpose of this contract, and shall form the basis of settlement unless adjustment is required in accordance with Article 4.2. hereof. All calculation of weight shall be rounded up until the single number(not under point), The costs of draft surveys at loading port shall be for the account of SELLER. Coal Quality Coal samples for each shipment shall be taken and analyzed using ASTM standards and procedures. The sampling and analysis of the coal shipments shall be conducted at the loading port by Independent Surveyor nominated by Buyer. The Independent Surveyor shall provide the corresponding Certificate of Sampling and Analysis for each shipment at loading port. Such coal quality determination at loading port shall be final and binding upon SELLER and BUYER for the purpose of this contract, and shall form the basis of settlement unless adjustment is required in accordance with Article 4.2. hereof. ‘The costs for sampling and analysis shall be for the account of SELLER. Determination of the quality of coal will be based on Sampling and Analysis by Independent Surveyor as above at the performing barge. If Buyer wishes to challenge the coal quality analysis at the loading port, Seller shall send its air sealed coal sample kept by Independent surveyor to the nominated surveyor (referred as “Umpire surveyor”) by Buyer within ten (10) days upon the notice from Buyer and the final coal quality result and relevant payment shall be based on the analysis result of Umpire surveyor. Article 6 - Guarantee Seller guarantees that the cargo is clean and not contaminated with stone, wood, steel and other rejected materials. If independent surveyor finds the impurity in the stockpile during dumping of crushed coal into stockpile and/or anto barge, the independent surveyor shall inform the Seller to remove it and the Seller shall follow the instruction. Article 7 jing Terms 7 7.2 Seven (7) days prior to the estimated time of arrival of a vessel, the Buyer shall nominate the performing vessel with laycan of consecutive ten (10) days and loading tonnage plus or minus ten percent (10%) at buyer's option. Seller shall prepare the barges at the loading point (Muara Jawa/Muara Berau) at least 1 day prior the Mother Vessel ETA, if the loading to Mother Vessel is delayed i \ 573 due to the lateness of the Seller's barge, Seller shall pay detention carge of the vessel to Buyer. Buyer will notify the detention rate of the vessel and the floating crane as per Charter Party for the caption shipment when performing vessel is nominated. Buyer shall bear the cost of delivering the coal on the vessel hereunder wharfage export tax and similar tax, impost or charge imposed by the government or other agency, and other similar cost which normally are considered to be Seller’s account. Article 8 - Terms of Payment 8.1 8.2 8.3. Payment shall be made as follows; * The first payment shall be made of 85% of the total payment against the Barge Bill of Lading and Surat Keterangan Asal Barang. “* Remaining payment shall be made for the total quantity of the performing barge based on the final draft survey result by Independent surveyor and the price adjusted based on the result of the certificate of sampling analysis by Independent surveyor in accordance with the Article 5. Payment should be by Telegraphic Transfer (TT) in full US dollars amount to Seller’s Account as follows within four(#) Singapore /New York bank working days upon the date of receipt of documents in Article 7.3; Shipment documents *The 1s payment - Copy of Commercial invoice - Copy of Barge Bill of Lading - Copy of Surat Keterangan Asal Barang issued by KP Holder * Remaining payment - Copy of Commercial Invoice - Copy of Barge Bill of Lading - Certificate of Weight - Certificate of Draft Survey - Certificate of Sampling and Analysis - Copy of Surat Keterangan Asal Barang issued by KP Holder - Copy of Surat Keterangan Pengiriman barging issued by Dinas Pertambangan Dan Energi In the event of T/T payment, Upon receipt said faxes shipping documents, buyer will undertake to remit the proceeds within four(4) Singapore/New York bank working day to Seller’s US. Dollars account to: Article 9 ~ Rejection Within five (5) Business days after the completion of loading to the performing barge, Seller must provide the Certificate of Analysis (COA) to the Buyer. Whereas the Seller is unable to provide the COA within two (2) Business days after the completion of loading to the performing barge, Buyer has all the rights to load the cargo to the Mother Vessel without Bthe COA and the Base Price will be adjusted automatically in accordance with the terms of Article 4.2. and 4.3. Article 10 - 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 in the area interrupting Seller's operation, from which the 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. Article 11 ~ 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 BUYER: LG INTERNATIONAL CORPORATION. LG TWIN TOWERS 20, YOIDO-DONG YOUNGDUNGPO-GU SEOUL 150-606 KOREA Tel: +82-2-3773-5083; Fax: +82-2-3773-5404 Attention: Mr. J.J. Park If to SELLER: PT. KARYA TANGGUH PERKASA JL. Ir. H. Juanda III No. 10A Kel. Kebon Kelapa Kec. Gambir JAKARTA, INDONESIA Attention: Mr, Rubyanto Komala Article 12 - Arbitration Any dispute, difference or disagreement between the parties arising under or in relation to this contract, including (but not limited to) any dispute, difference or disagreement as to the meaning of the terms of this contract or any failure to agree on any matter required to be agreed upon under this contract shall, if possible, be resolved by negotiation and mutual agreement by the parties within 30 days. Should no agreement be reached, then the dispute shall be finally settled by arbitration upon the written request of either party hereto in accordance with the rules of conciliation and arbitration of the International Chamber of Commerce in Singapore by three arbitration in English language. The result of all such arbitration shall be final and binding for the parties and for all purposes. Article 13 - Seve Y 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. Article 14 - Amendment Any amendments of this contract shall be in the form of an addendum in writing to be af Qsigned by both parties and shall, thereafter form and become an integral part of this contract. Article 15 - Waiver Any failure of either Party to insist on any or more instances upon strict performance of any provision of the contract or to exercise any of his rights herein, shall not be considered as a waiver of any such provision. Article 16 - Title and Risk of Loss Title and all risk of loss and damage with respect to the coal shall pass from SELLER to BUYER as the coal passes over the rail of the barge or vessel designated by BUYER at the loading point. Article 17 - 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 Singapore. Article 18 - Assignment Neither party shall assign any rights or obligation under this agreement without the prior written consent of the other party. Except that the BUYER may assign its rights or this Contract itself to its subsidiary or affiliate without consent of the SELLER. Article 19 - 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 negotiations, understanding and agreements. Article 20 - Effectivity and Validity This contract comes into effect immediately upon signing by both SELLER and BUYER and shall be valid until the contracted tonnages under this agreement have been fully consummated. Article 21. Liquidation Clause Without limiting any other rights that may be available to the liquidating party (as hereinafter defined), In the event that a party hereto (the “defaulting party”) is the subject of a bankruptcy, insolvency or other similar proceeding or fails to pay its debts generally as they become due, the other party hereto (the “Liquidating party") shall have the right, exercisable in its sole discretion and at any time, only after give notice and allowing a calendar month to the defaulting party to remedy its default to liquidate this contact then outstanding between the parties (whether the liquidating party is the seller or buyer thereunder by declaring any or all such contracts shall be terminated except for the payment obligation referred to below, calculating the difference, if any, between the price specified therein, and the market price for the relevant commodity (as determined by the liquidating party in a commercially reasonable manner at a time or times reasonably determined by the liquidating party) and aggregating or netting such market damages to a single liquidated settlement payment that will be due and payable thereunder. Article 22. Termination Clause In the event the Seller is unable to perform the shipment due to the difficulties in their production, Seller shall present tangible evidence to Buyer and this contract shall be nl pe ;terminated upon the agreement from both Parties. To signify understanding, agreement and acceptance of all conditions above, both Parties have hereunto fixed their signatures below. SELLER: PT. KARYA TANGGUH PERKASA al Rubyanto Komala VAN GUA PERRASA BUYER: LG INTERNATIONAL (S’PORE) PTE., LTD. COO0 vid: Park Head of Coal Trading Team 1