2ndInternational Banking and Investment Law Moot Court Competition 2013

Arbitration Concerning Letter of Credit

Between

Arcaland Tea Company Limited (ATCL) (Applicant) And The Global Bank of Norland (GBN) (Respondent)

Moot Problem

1. Albert Mondego Company Limited (AMCL) is a company incorporated in Batumi, capital of Adjara, since 1920. It has export-import business worldwide. AMCL enters into a joint venture with TINOCL (Townshend International Nickel and Copper Limited), a government undertaking of the Republic of Townshend with 51:49 shareholding, with AMCL given power to appoint the Chairman. The joint venture is incorporated as Arcaland Tea Company Ltd. (ATCL) in the province of Arcaland, Republic of Townshend. ATCL entered the export business in 1980. 2. The Republic of Townshend is a developing country, independent since 1971. Even after 50 years of independence it remains predominantly an agricultural economy, the main export being tea and coffee reflecting the largely mountainous topography of the country. Arcaland tea has been registered worldwide under the Geographical Indications Registers, pursuant to WTO system. The special feature of the tea is that it consists of large leaves (larger than usual tea leaves), with a special aroma when dipped in hot water and a special taste of tea with a few drops of lemon. It is generally consumed without sugar and milk, particularly after food. It has a wide market in Europe and the United States. 3. Norland, a European city bordered in the west by the Baltic Sea and influenced by a temperate seasonal climate, has been traditionally importing Arcaland tea.

4. Norland Importers Ltd. (NIL) is a Norland company which has near-monopoly in importing all food products into Norland, including tea. In the case of tea, NIL imports about 40% Arcaland tea produced annually. It also imports Rinjiling tea from the Rinjiling province of Starkland, depending on the market requirements in Norland. The major difference between the two teas is that Rinjiling tea leaves are smaller, and very brittle, and therefore preferred more in the form of tea dust. This is not exactly suitable for after meal consumption, although taste-wise, both teas taste similar.

I. THE CONTRACT OF SALE AND LETTERS OF CREDIT

1. On 10October 2011, the tea import division of NIL enters into a contract with ATCL for purchase of 500 tonnes of Arcaland tea to be supplied in two equal instalments. The shipment containing first instalment should leave Arcaland Port during the time range of 15-31 March 2012, destination being the Pearl Harbour, Norland and the time range for shipment of the second instalment is to be 15-30 September 2012.The agreed price for the tea is US$ 3,000 per tonne, f.o.b. The agreement (attached herewith) contains conditions relating to identification of the shipper, and method of payment for the two instalment deliveries.

2. The conditions include a standby performance guarantee by ATCL bankers, the State Bank of Townshend, and two irrevocable letters of credit of equal amount (matching each delivery instalment) to be opened by NIL with the Global Bank of Norland (GBN) in favour of ATCL, by 15th January, 2012, designating the State Bank of Townshend (the State Bank of Townshend is one of the correspondent banks of GBN) to be the confirming and advising bank, payable within 15 days of delivery on board of the ship as certified by NIL representative and production of the original of consignors copy of the Bill of Lading and originals of all other documents as specified in the export contract of 10 October 2011. 3. Entering into contract with NIL, ATCL approaches the Export-Import Bank of Townshend (ExIm Bank), a Government controlled Export Credit Agency situated in the republic of Townshend, for an Export Credit Insurance against the order placed, as it had taken a loan for the processing of goods from the State Bank of Townshend. Consequently, ATCL enters into contract with the ExIm Bank. 4. The ExIm Bank lays down a condition in the Export Credit Insurance Agreement that in order to be eligible for the complete payment of the insurance sum, at least 75% of the tea to be exported shall be that of Townshend and that the ExIm Bank should be notified of proper delivery of goods. 5. Adequate Insurance from Lloyds Insurance is also to be procured at the cost of the consignee.

II. FIRST SHIPMENT 1. ATCL succeeds in placing on the cargo-hold of the vessel HMS Beagle on 15thMarch, 2012, the first instalment of the tea by way of 5000 plywood boxes 50 kg each. A Norland consular officer located in Arcaland Port certified proper delivery at the ship. 2. However, on its onward voyage, HMS Beagle runs into heavy weather, develops technical snags, and undergoes repairs at the port of Aden. Consequently, the vessel arrives at Pearl Harbour on 10thApril, 2012, some 16 days later than usual. 3. On 30th March, 2012, ATCL presents the necessary documents to the State Bank of Townshend and asks for its confirmation and immediate advice to GBN, with notice to NIL. Although NIL receives the notice documents by CFL Express by 25th March, 2012 and the notice of demand for encashment of the Letter of Credit on 6 th of April, it decides to instruct GBN to delay encashment until it is advised to release it after arrival of the cargo at Pearl Harbour and its satisfactory receipt by NIL representatives. NIL in fact has no clue about the probable date of arrival of the shipment at Pearl Harbour. 4. Upon its arrival on 10th April, NIL representatives inspect the cargo and find two of the boxes broken and the cardboard cartons inside severely damaged. Many of these cartons are somehow drenched in sea water, for want of waterproof protection. In view of all this, NIL decides to seek clarifications from the Norland consular agent at Port Arcaland, the shipper and the insurers, ask the GBN to delay payment further. 5. On refusal of immediate encashment of the Letter of Credit even after confirmation and advice of the State Bank of Townshend, ATCL institutes a civil suit before a Hastinapur Court against GBN for specific performance of the L/C. GBN contests the jurisdiction of the Hastinapur Court on the basis of the dispute settlement clause of the L/C as also on the ground of non-impleading of essential parties. The Court, however, proceeds with the case, orders specific performance against GBN and issues a Mareva injunction against the assets of GBN in Townshend. 6. In the meantime, on 4th May, the State Bank of Townshend advices ATCL that encashment of the letter of credit has been made without prejudice to the liability of ATCL in respect of the damage suffered by NIL for defective delivery of 3 plywood boxes, and consequent loss of profits in the market coupled with legal and other 4

expenses. On the same day, ATCL replies NIL that ATCLs obligation of delivery ends with proper delivery at the ship as certified by NIL representative, but that both NIL and GBN continue to be liable for the breach of conditions of the letter of credit. However, ATCL accepts the encashment without waiving its rights which may be invoked at any appropriate time in future during the pendency of the current contract or thereafter.

III. SECOND SHIPMENT 1. By July 2012, ATCL suddenly finds in hot waters in view of riots spreading all over the tea producing regions of Arcaland. Since the beginning of August, it becomes clear to ATCL that it will be impossible for it to procure the entire 250 tonnes of Arcaland tea ready to be delivered during the time range stipulated in September, 2012. It, therefore, writes to NIL that in view of the riot situation, which was an unforeseen circumstance, it can only deliver 125 tonnes of Arcaland tea, which it has in its godowns, and that if NIL wishes ATCL will be more than happy to deliver 200 tonnes of Rinjiling tea which it can easily procure from Rinjiling Tea Corporation (RTC), a government company, and get it delivered by RTC as per the export agreement at the Arcaland Port at no extra cost. NIL found this offer attractive and agreed for this change. NIL and ATCL duly inform the Global Bank of Norland of this change. 2. By 20thSeptember, 2012, ATCL delivers Arcaland tea in 2500 plywood boxes of 50 kg each, and RTC also at the same time delivers Rinjiling teain 4000 boxes of 50 kg each. Both are received as one delivery from ATCL on the instructions of NIL, by the Captain of SS Savannah, the vessel designated by NIL for the f.o.b. delivery. This time, the delivery is verified by a representative of NIL. 3. The vessel arrives at Pearl Harbour on 30th September. NIL takes the cargo off the ship the very next day. On inspection it discovers that each of the 4000 boxes contain cartons filled with at least 20 kgs of stones and rubbish. It lodges an immediate protest to ATCL and instructs GBN to dishonour the confirmation and advice it may receive from the State Bank of Townshend. 4. Predictably, on 1st of October, 2012, the State Bank of Townshend confirms and advices the Global Bank of proper delivery, on the strength of the documents that it has received from the beneficiary. GBN informs the State Bank of Townshend and ATCL that the second letter of credit will not be paid out because of the fraud in delivery of goods, 5

besides for the reason of change of original stipulations, not permissible in an irrevocable letter of credit. 5. ATCL sends a strong response to GBN that the amendment of contract has been duly notified to it by both parties and that therefore GBN has no power to question the freedom of parties to alter their contract. ATCL contends further that it is not for GBN to rely on the issue of fraud, in view of the autonomy principle that governs letters of credit. At any rate, ATCL is at liberty to proceed against NIL before a separate forum. 6. On receipt of ATCL letter, GBN replies that it has decided not to change its stand. ATCL invokes the dispute settlement clause in both the letters of credit and serves on GBN notice of arbitration before ICC Centre at Singapore, questioning the conduct of GBN under both the letters of credit. As soon as NIL becomes aware of this, it moves the Supreme Court of Norland for a stay of the proposed arbitration, and GBN joins the proceedings as an intervener. The Supreme Court hears the petition ex parte since ATCL refuses to appear before it, and issues a writ restraining the ICC from proceeding with the arbitration until the claims of NIL are settled. IV. REFERRAL TO ARBITRATION 1. The International Court of Arbitration of the ICC Asia Office, Hong Kong appoints a three member arbitration tribunal and the constitution of the tribunal is accepted by both parties. The tribunal issues notices to both parties to submit their memorials accompanied by evidence. On receipt of the memorials the tribunal is ready to hear the parties. 2. For the purposes of these proceedings ATCL is deemed to be the Applicant and GBN the Respondent.

ANNEXTURE I Arcaland Tea Company Ltd (ATCL)

Arcaland Tea Tower, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshed

Export Division Tel: 182-9783263663 to 669, Fax:182-9783263664 E-mail: Arcalandtea@ATCL.org

EXPORT SALES CONTRACT Contract No. 25/2011

To: Norland Importers Limited (NIL) 10th Floor, 12 Seaside Point Harbour Road Pearl Harbour, Norland E-mail: NIL-FoodImports@nil.org,nor; Tel: 295-3663623980/88 Fax: 295-3663623979 Dear Sirs: We, Arcaland Tea Company Ltd. (ATCL), a company incorporated in the province of Arcaland, Republic of Townshend, as Seller, hereby agree to sell you, as Buyer, the following goods subject to the terms and conditions hereinafter set forth and on the reverse side hereof: Description of Goods Arcaland Tea 1 shipment (15-31 March 2012) 2nd shipment (15-30 September 2012) Total
st

Quantity

Unit Price US$3,000 per tonne f.o.b.

Amount

250 tonnes 250 tonnes 500 tonnes

US$ 7,500,000. US$ 7,500,000. US$15,000,000.

US$3,000 per tonne f.o.b.

Contract Amount USD Fifteen Million only Quality Arcaland Tea as recognized in the Geographical Indications Register of Norland. Packing To be packed in cardboard cartons of 50 kg each and then boxed in plywood boxes Shipment As stipulated above two shipments f.o.b. at Arcaland Port, Townshend to Pearl Harbour, Norland Payment Two Irrevocable Commercial Letters of Credit to be opened by NIL with the Global Bank of Norland (GBN) in favour of ATCL, by 15th January, 2012, designating the State Bank of Townshend to be the confirming and advising bank, each payable within 15 days of delivery of each shipment on board of the designated ship as certified by NIL representative and production of the original of consignors copy of the Bill of Lading and originals of all other 7

Other Terms and Conditions

documents with the confirming and advising bank. F.O.B. Vessel for each shipment to be designated by the Buyer

Refer to General Terms and Conditions on the reverse side hereof which are incorporated herein and make an integral part hereof. Agreed and confirmed by Norland Importers Limited (NIL) Arcaland Tea Company Ltd (ATCL) By: (Signature) Name Dr. Damon Woolfe Keshot Title: Director, Food Imports Division Date: 10 October 2011 By: (Signature) Name: Mme Mme Marline Title: Director, Export Date: 10 October 2011

GENERAL TERMS AND CONDITIONS

Unless otherwise stipulated on the face hereof, the sale and purchase specified on the face hereof shall be subject to the following terms and conditions: 1. QUANTITY: The total quantity stipulated on the face hereof shall be subject to a variation of ten percent (10%) plus or minus at Sellers option. 2. SHIPMENT: The date of the bill of lading shall be accepted as the conclusive date of shipment. Any shipment made within seven (7) days after the date of shipment specified on the face hereof shall be deemed as a contracted delivery, if agreed to by both parties. Partial shipment and/or transhipment shall not be permitted, except as stipulated on the face hereof. Each shipment shall be considered as a separate and independent contract for the purposes of release of a Letter of Credit. In case of CIF or CFR term, shipment of the goods within the time stipulated on the face hereof shall be subject to shipping space being available. In case of FOB term, Buyer shall provide necessary shipping space and give shipping instructions in a timely manner. Failure of Buyer to provide such shipping space or to give such instruction shall be a breach of the contract and Buyer shall bear any additional costs incurred therefrom and all risks of the goods. If requested by Seller, Buyer shall amend the Letter of Credit and take full responsibility to enable Seller to make the necessary procedure to fulfil such shipment. 3. PAYMENT: All payment hereunder shall be made in United States Dollars. Buyer shall establish in favour of Seller irrevocable Letters of Credit negotiable on sight draft through a first class international bank satisfactory to Seller, which shall be received by Seller immediately upon delivery of each shipment under the contract. Each Letter of Credit shall be valid and effective for at least fifteen (15) days after the final date provided for 8

delivery on the face hereof. The substance and form of the Letter of Credit shall be acceptable to Seller in writing. If Buyer fails to furnish the Letter of Credit in the manner and form specified above or to fulfil the payment term under the contract, Seller may reserve the right to stop or suspend the shipment or to cancel all or any part of the contract and/or may dispose of the goods on Buyers account and risk. 4. TITLE: The absolute title to and ownership of the goods shall remain in Seller until Buyer pays the contract amount in full. 5. PACKING: The make-up, packing, packaging and marking shall be at Sellers option, unless specified herein. 6. INSPECTION: The inspection of the goods shall be performed by Seller or its designee in the country (from which the goods are exported) according to the export regulations of the country and such inspection shall be considered as final and conclusive in all respects regarding the goods. Buyer or his representative shall be at liberty to inspect the cargo at the time of delivery at the designated ship. 7. INSURANCE: In case of CIF term, one hundred and ten percent (110%) of the invoice amount will be insured. In case of FOB term, insurance may be arranged by Seller at the request of Buyer at the latters cost. 8. INCREASED COST: If Sellers costs of performance are increased after the date of the contract by reason of increased freight rates, taxed or other governmental charges, and costs arising from unforeseen circumstances, Buyer shall reimburse Seller for such increased cost or loss of income. 9. FORCE MAJEURE: If any performance of the contract is prevented or delayed in whole or in part, by reason of any legal prohibition of export or import, flood, typhoon, Act of God, fire, war whether declared or not, armed conflict, civil commotion, riot, strike or other labor disputes of Seller or of the manufacturer or suppliers of the goods, severe economic dislocation, peril or accident of the sea, the bankruptcy or insolvency of the manufacturers or suppliers, or any other cause beyond the reasonable control of Seller or of the manufacturers or suppliers of the goods, Seller shall not be liable for the non-performance of the contract including non-shipment or late shipment of the goods, and Buyer shall accept any shipment made within a reasonable time, or shall accept the cancellation or modification of all or any part of the contract at Sellers option. Provided that nothing herein shall relieve buyer from its obligation to pay for the goods. 10. WARRANTY: Unless expressly stipulated on the face of the contract, Seller makes no warranty or condition, express or implied, as to the fitness and suitability of the goods for any particular purpose.

11. STANDBY PERFORMANCE GUARANTEE: Seller shall, upon opening of the irrevocable Letters of Credit at the instance of Buyer, present to the satisfaction of Buyer a standby performance guarantee by his bankers. 12. PATENTS: Buyer shall hold Seller harmless from liability, loss, or expenses in connection with any infringement with regard to patent, pattern, design, copyright, trademark and the likes originated or chosen by Buyer. 13. CLAIM: Buyers claim of whatever nature arising under the contract shall be notified in writing by Buyer to Seller within fifteen (15) days after the arrival of the goods at the destination stipulated on the face hereof. Unless such notice is accompanied by particulars of such claim together with proof certified by an authorized surveyor, Buyer shall be deemed to have waived such claim. In no event may Buyer assert a claim for any reason whatsoever after the goods are delivered at ship, used, sold, cut, proceed or otherwise altered. In no event shall Seller be liable for prospective profits, or indirect, special, incidental or consequential damages. 14. TERMINATION: Seller may terminate the contract by notice in writing, without prejudice to any remedy it might have against Buyer for the breach of contract, (i) if Buyer fails to comply with any of the provisions of the contract and does not remedy the violation or breach within fifteen (15) days after it has been notified thereof, or (ii) if any proceeding for insolvency or bankruptcy is instituted by or against Buyer or a receiver is appointed for Buyer. Seller shall have independent right to make claims against the Issuing Bank of Letters of Credit, for any conduct that it may deem inconsistent with the terms of the L/Cs. 15. TRADE TERMS: Unless otherwise specified herein, all trade terms used in the contract shall be interpreted in accordance with the latest INCOTERMS of the International Chamber of Commerce. 16. GOVERNING LAW & ARBITRATION: The contract shall be governed as to all matters, including validity, construction and performance by and under the LexMercatoria. All disputes, controversies, or differences which may arise between the parties, out of, or in relation to, or in connection with the contract, or for the breach thereof, shall be finally settled by arbitration in Hastinapur, Arcaland Province, Republic of Townshend, in accordance with the Commercial Arbitration Rules of the Townshend Commercial Arbitration Board and under the Laws of the Republic of Townshend. The award rendered by the arbitrator(s) shall be final and binding upon both parties concerned.

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Annexure II Arcaland Tea Company Ltd (ATCL)

Arcaland Tea Tower, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshed

Export Division Tel: 182-9783263663 to 669, Fax: 182-9783263664 E-mail: Arcalandtea@ATCL.org

EXPORT CREDIT INSURANCE CONTRACT

To: Export-Import Bank of Townshend 10th Floor, 12 Staten Point Bankers Street Staten Island, Townshend E-mail: ExImbt@exim.org; Tel: 295-3663623786/99 Fax: 295-3663623892 Dear Sirs, We, Arcaland Tea Company Ltd. (ATCL), a company incorporated in the province of Arcaland, Republic of Townshend, hereby wish to, get the following goods insured, subject to the terms and conditions hereinafter set forth and on the reverse side hereof: Description of Goods Arcaland Tea 1st shipment (15-31 March 2012) 2nd shipment (15-30 September 2012) Total Quantity Unit Price US$3,000 per tonne f.o.b. US$3,000 per tonne f.o.b. Amount

250 tonnes 250 tonnes 500 tonnes

US$ 7,500,000. US$ 7,500,000. US$15,000,000.

Contract Amount USD Fifteen Million only Quality Arcaland Tea as recognized in the Geographical Indications Register of Norland. Packing To be packed in cardboard cartons of 50 kg each and then boxed in plywood boxes Shipment As stipulated above two shipments f.o.b. at Arcaland Port, Townshend to Pearl Harbour, Norland Payment Two Irrevocable Commercial Letters of Credit to be opened by NIL with the Global Bank of Norland (GBN) in favour of ATCL, by 15th January, 2012, designating the State Bank of Townshend to be the confirming and advising bank, each payable within 15 days of delivery of each shipment on board of the designated ship as certified by NIL representative and production of the original of consignors copy of the Bill of Lading and originals of all other documents with the confirming and advising bank. Other Terms and F.O.B. Vessel for each shipment to be designated by the Buyer Conditions 11

Refer to General Terms and Conditions on the reverse side hereof which are incorporated herein and deemed an integral part hereof. Agreed and confirmed by Norland Importers Limited (NIL) By: (Signature) Name: Dr. Damon Woolfe Title: Director, Food Imports Date: 10 October 2011 Arcaland Tea Company Ltd (ATCL) By: (Signature) Name: Mme Marline Keshot Title: Director, Export Division Date:10 October 2011

GENERAL TERMS AND CONDITIONS

Unless otherwise stipulated on the face hereof, the agreement shall be subject to the following terms and conditions: 1. ELIGIBILITY In order to be eligible for the complete payment of the insurance sum, at least 75% of the tea to be exported shall be that of Townshend. 2. RISKS NOT COVERED a) Commercial disputes including quality disputes raised by the buyer, unless the exporter obtains a decree from a competent court of law in the buyer's country in his favour; b) Causes inherent in the nature of goods; c) Buyer's failure to obtain necessary import or exchange authorization from authorities in his country; d) Insolvency or default of any agent of the exporter or of the collecting bank; e) Loss or damage to goods; f) Exchange rate fluctuation; g) Failure of the exporter to fulfil the terms of the export contract or negligence on his part. 3. PERIOD OF VALIDITY a) The policy would be valid for shipment(s) made from the date of receipt of proposal up to the last date allowed under the relevant contract for shipment. If the exporter has chosen to cover the shipments to be made during a particular period, the policy would be issued for that period. b) In case the policy is issued to cover a shipment already made before the proposal is submitted, the policy would be valid only for that shipment. If the proposal is to cover the shipment already made under a contract and to cover further shipments to be made under the same contract, the policy shall be issued for the period from the date of the shipment already made up to the period of contract or the period as desired by the exporter, whichever is earlier.

12

4. PERCENTAGE OF COVER PROVIDED The percentage of cover available under the policy would be 75% of the gross invoice value of the shipments covered. However, policy could also be issued with a lower percentage of cover with proportionate reduction in the amount of premium payable and the amount of maximum liability. The percentage of cover in respect of countries under restricted cover category would depend upon the underwriting policy applicable for the country at the relevant point of time. 5. CIRCUMSTANCES UNDER WHICH COVER CAN BE WITHDRAWN In case of any adverse experience/report on the buyer or his country EXIM or the exporter can withdraw the cover, upon immediate notice to the Buyer. For the shipments made prior to such withdrawal, cover would be available. 6. OBLIGATIONS OF THE EXPORTER a) SUBMISSION OF STATEMENT OF SHIPMENTS MADE: On or before 15th of every month the exporter is required to submit a statement of shipment(s) made during the previous month under the contract, which is covered under the policy. This statement has to be submitted along with the proposal itself if the shipment for which cover is sought has already been made; b) SUBMISSION OF STATEMENT OF OVERDUE: On or before 15th of every month the exporter is required to submit a statement of payments against the shipments covered under the contract which have remained overdue for more than thirty days from the due date; c) INTIMATION OF EVENT AFFECTING THE RISK: If the exporter comes to know about any event likely to affect the risk the same has to be intimated to EXIM immediately and in any case by not later than 30 days; d) ACTION FOR MINIMIZING LOSS: Immediate steps are to be taken in the event of nonreceipt of payment for any shipment. On learning of non-payment of the shipment, for which the policy is obtained, exporter is required to take suitable action to prevent/minimize the loss, including such action as may be suggested by EXIM. Action to prevent/minimize loss will depend on the facts and circumstances of each case. Given below is the course of action that may have to be taken immediately:i. ii. Persuading the buyer to make the payment while, at the same time, maintaining recourse against him by getting the bill noted and protested for non-payment; Not agreeing to give any extension of the due date of the bill unless there are good reasons for doing so. Prior approval of the EXIM should be taken for granting such extension. In case any condition is stipulated by EXIM while granting extension, it should be ensured that the conditions are complied with; If the documents/goods have not been accepted by the buyer, taking action to safeguard the goods and to resell them to an alternate buyer after giving due notice to the original buyer. Prior approval of EXIM should be taken for resale, if the loss is likely to exceed 25% of the gross invoice value. If resale is not possible, to bring the goods back to the country, with the prior approval of EXIM (if the loss is up to 25% of the gross invoice value such 13

iii.

iv.

v.

permission is not required). Desisting from making any further shipment to the buyer until he has made the payment for the bill in default.

7. PAYMENT OF THE PROCESSING FEE AND PREMIUM a) Along with the proposal the exporter is required to pay a processing fee of US$ 500/which is non-refundable. Premium at the prescribed rates applicable has to be paid by the exporter at the time of issue of policy deducting US$ 500/- paid at the time of submitting the proposal. Premium will be charged on the gross invoice value. b) Where the exporter has chosen to cover shipments to be made during a particular period premium shall be charged for the shipments scheduled to be made during the chosen period. In case the proposal is not accepted by the Corporation due to any adverse report on the buyer or for any other reasons, the exporter shall be informed of the same.

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ANNEXURE III LETTER OF CREDIT (FOB) (First shipment)

I. FROM: The Global Bank of Norland (GBN), 12, East Harbour Avenue, Pearl Harbour, Norland. II. TO: The State Bank of Townshend, The State Bank Town, Victoria Street, Hastinapur, Arcaland Province, Republic Townshend. III. IV. V. VI. TYPE OF L/C: IRREVOCABLE L/C NUMBER: 74/01/2012 DATE OF ISSUE: 15th January, 2012 DATE. &PLACE OF EXPIRY: 16th day after date of delivery of 1st shipment within the time range of 15-31/03/ 2012 VII. NAME & ADDRESS OF THE APPLICANT: Norland Importers Limited (NIL), 10th Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland VIII. NAME & ADDRESS OF THEBENEFICIARY: Arcaland Tea Company Ltd (ATCL) Export Division, Arcaland Tea Tower, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshend IX. AMOUNT OF CREDIT IN US DOLLARS (IN FIGURES & WORDS): US$ 7,500,000. USD Seven Million and Five Hundred Thousand only. X. XI. XII. XIII. XIV. PERCENTAGE CREDIT AMOUNT TOLERANCE: As Per Contract CREDIT AVAILABLE WITH: The Global Bank of Norland (GBN) CREDIT AVAILABLE BY:On Account DRAFT:At Sight As Per Contract DRAFT TO BE DRAWN ON:Arcaland Tea Company Ltd (ATCL) Export Division, Arcaland Tea Tower, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshed XV. XVI. XVII. XVIII. SHIPMENT FROM: Arcaland Port, Arcaland Province, Republic Of Townshend. SHIPMENT TO: Pearl Harbour, Norland LATEST DATE OF SHIPMENT: 31ST MARCH, 2012 DESCRIPTION OF GOODS: a. Description of Materials: Arcaland Tea, as Recoded In geographical Indication Registers b. Size/weight and Quantity (in MT): 5000 plywood boxes 50 kg each _ 250 MTS 15

c. Specification: as above d. Tolerance : NIL e. Quantity: AS ABOVE f. Quantity Tolerance: 1% MORE OR LESS g. Price per MT (in USD) USD 3,000

DOCUMENTS REQUIRED: 1. Beneficiarys Commercial Invoice - one original plus two signed copies covering materials shipped. Invoices will be raised on the basis of ACTUAL WEIGHT. 2. Full set 3/3 original on board ocean or charter party Bills of Lading (CONGEN) issued to the order of the Shipper notifying applicant and blank endorsed marked Stowed under deck furthermore marked freight to pay evidencing shipment from ARCALAND Port, REPUBLIC OF TGWONSHEND to PEARL HARBOUR Port in NORLAND. Bills of Lading (CONGEN) with remarks Materials partly rust stained/ rusty edges/ wet before shipment/ rust stained/ some rusty edges and/or unprotected cargo and/or said to be and/or said to weigh and/or stored in open area prior to loading are NOT acceptable. 3. Shipment Inspection certificate issued by Buyers representative certifying the following: a. The cargo packages were inspected at the time of loading at the load port and that the markings were as per General Terms and Conditions for Export (FOB) between beneficiary and the opener. b. Quantity loaded on board the vessel, as per the shippers scales. c. The materials were loaded on board the vessel without apparent damage and were found to be in good order and condition. That the loading was done under the supervision of the shipper, and were properly lashed and secured inside the hatches / holds of the vessel. d. Beneficiarys packing list indicating details of the materials shipped - 3 copies. e. Certificate of origin. f. Copy of Telex/e-mail or Fax from Arcaland Tea Company Ltd (ATCL) addressed to the openers FAX No. 295-3663623979 within FIVE working days after the on board Bill of Lading (CONGEN) date advising the name of the vessel, Bill of Lading (CONGEN) number and date, materials and quantity, destination port in Norland. ADDITIONAL CONDITIONS: 1. Ocean freight is payable by the openers over and above the value of this Letter of Credit. 16

2. Marine Insurance to be covered by the opener. 3. In the event of (a) the failure of the opener to nominate a suitable vessel within 21 days, including lay days , from the date of beneficiarys Notice of Readiness of cargo (herein after referred to as NOR) OR (b) the vessel nominated by the opener and accepted by the beneficiary failing to arrive at Arcaland Port within 21 days including lay days from the date of NOR for reasons other than Force Majeure as defined under Clause 10 of the said contract OR (c) the vessel (nominated by the opener and accepted by the beneficiary) being found unsuitable after its arrival at Arcaland Port as certified by independent marine surveyors from Lloyds, this credit is payable at sight at your counters in Arcaland Port against presentation of beneficiarys draft drawn on ourselves for 100 per cent value of invoice accompanied by the following documents: a. Beneficiary's commercial invoice in duplicate. b. Copy of Beneficiarys Notice of Readiness, c. One copy of Food Standards Authoritys Certificate issued by the said Authority, Hastinapur, Arcaland, and Townshend. a) Certificate issued by Buyers representative certifying as to (a) and (b) of Document No. 3 above and further that the materials and quantity as per the Commercial Invoice are ready for shipment. b) Beneficiarys declaration that suitable vessel has not been nominated by the opener within 21 days including lay days from the date of NOR OR that the vessel nominated by the Buyer failed to arrive at Arcaland Port within the agreed lay days for reasons other than Force Majeure OR that the vessel being found unsuitable after its arrival as certified by the independent Marine Surveyors (copy of certificate of Marine Surveyors to be presented in such an event) as the case may be. c) Beneficiarys declaration that i. The materials as mentioned in the commercial invoice will be held in custody by the beneficiary at the risk and responsibility of the opener at the storage yard of the beneficiary at Arcaland Port. ii. iii. The materials will be covered by adequate waterproofing material at the cost of the Buyer. the Materials shall be held by the beneficiary free of ground rent for a period of 15 days from the date of expiry of Sellers NOR (against documents negotiated und er this clause) and for storage extending beyond 15 days from the date of expiry of Sellers NOR the cost of holding the materials (ground rent) calculated at the rate of USD 1.00 per metric tonne for every week(s) (7 days) or part thereof shall be paid by the opener to the 17

beneficiary till the date of acceptance of vessels NOR, when the vessel finally calls at the load port. 1) Opener/Buyer to ensure that payment towards Ground Rent and/or Tarpaulin cost is remitted and remittance instruction duly forwarded by SWIFT message, before actual shipment, against the debit invoice. 2) Upon nomination of suitable vessel within reasonable time by the opener for taking delivery of the materials for which payment has been realized by the beneficiary as aforesaid and subject to such vessel arriving at Arcaland Port within the agreed lay days, the beneficiary shall at his cost deliver FOB (Stowed) as per terms of the said contract the materials for which payment has been realized by the beneficiary as aforesaid. 3) Any amendment to the letter of credit without the prior written consent of the beneficiary shall not be taken cognizance of, under this letter of credit. 4) The opener shall not vary the terms of this letter of credit, nor issue instructions to the issuing Bank contrary to the terms of this Letter of Credit or the contract of sale covered by the said letter of credit. CHARGES: All Bank charges incurred outside India including payment of Cable/communication charges, reimbursement charges, etc. shall be borne and paid for by the opener. All Bank charges incurred in the Republic of Townshend shall be borne and paid for by the beneficiary.

PERIOD FOR PRESENTATION: Within 21 days from the date of B/L.

CONFIRMATION INSTRUCTIONS: Paying Bankmay add their confirmation to this Letter of Credit at the request and expense of the beneficiary and such confirmation shall also apply to any amendment (s) to this credit.

REIMBURSEMENT INSTRUCTIONS: Upon presentation of documents complying in all respects to Letter of Credit terms, the negotiating bank is authorized to claim on us by tested telex certifying that all terms and 18

conditions have been complied with and that the relative documents have been forwarded to us by Registered Airmail/ Courier. We undertake to remit within two working days after receipt by us of your tested telex/swift claim in US Dollars/Euro/any other freely exchangeable currency in accordance with your instructions. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (latest Revision). This telex/swift may be treated as the operative instrument. DISPUTES SETTLEMENT All disputes arising out of or in connection with the present Letter of Credit shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules, the place of arbitration being ICC Centre, Jaipur, India. The Emergency Arbitrator Provisions shall not apply. All apparent spelling mistakes/mistakes in LC documents, which do not alter meaning/ specification/ description/ Quantity/ value of goods are acceptable and will not count as a discrepancy.

19

ANNEXURE IV
LETTER OF CREDIT (FOB) (Second shipment)

I.

FROM: The Global Bank of Norland (GBN), 12, East Harbour Avenue, Pearl Harbour, Norland TO: The State Bank of Townshend, The State Bank Town, Victoria Street, Hastinapur, Arcaland Province, Republic Townshend. TYPE OFL/C: IRREVOCABLE L/C NUMBER: 75/01/2012 DATE OF ISSUE: 15th January, 2012 DATE & PLACE OF EXPIRY: 16th day after date of delivery of 1st shipment within the time range of 15-30/09/2012 NAME & ADDRESS OF THE APPLICANT: Norland Importers Limited (NIL), 10th Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland NAME & ADDRESS OF THEBENEFICIARY: Arcaland Tea Company Ltd (ATCL) Export Division, Arcaland Tea Tower, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshend AMOUNT OF CREDIT IN US DOLLARS (IN FIGURES & WORDS):US$ 7,500,000. USD Seven Million and Five Hundred Thousand only PERCENTAGE CREDIT AMOUNT TOLERANCE: As Per Contract CREDIT AVAILABLE WITH: The Global Bank of Norland (GBN) CREDIT AVAILABLE BY : On Account DRAFT: At Sight As Per Contract DRAFT TO BE DRAWN ON: Arcaland Tea Company Ltd (ATCL) Export Division, Arcaland Tea Tower, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshed

II.

III. IV. V. VI.

VII.

VIII.

IX.

X. XI. XII. XIII. XIV.

XV. XVI. XVII. XVIII.

SHIPMENT FROM: Arcaland Port, Arcaland Province, Republic Of Townshend. SHIPMENT TO: PEARL HARBOUR, NORLAND LATEST DATE OF SHIPMENT: 30th September, 2012 DESCRIPTION OF GOODS:

a. Description of Materials: ARCALAND TEA, AS RECODED IN GEOGRAPHICAL INDICATION REGISTERS b. Size/weight and Quantity (in MT): 5000 plywood boxes 50 kg each _ 250 MTS 20

c. Specification: AS ABOVE d. Tolerance : NIL e. Quantity: AS ABOVE f. Quantity Tolerance: 1% MORE OR LESS g. Price per MT (in USD) USD 3,000

DOCUMENTS REQUIRED :
1. Beneficiarys Commercial Invoice - one original plus two signed copies covering materials shipped. Invoices will be raised on the basis of ACTUAL WEIGHT. 2. Full set 3/3 original on board ocean or charter party Bills of Lading (CONGEN) issued to the order of the Shipper notifying applicant and blank endorsed marked Stowed under deck further more marked freight to pay evidencing shipment from ARCALAND Port, REPUBLIC OF TGWONSHEND to PEARL HARBOUR Port in NORLAND. Bills of Lading (CONGEN) with remarks Materials partly rust stained/ rusty edges/ wet before shipment/ rust stained/ some rusty edges and/or unprotected cargo and/or said to be and/or said to weigh and/or stored in open area prior to loading are NOT acceptable. 3. Shipment Inspection certificate issued by Buyers representative certifying the following: 4. The cargo packages were inspected at the time of loading at the load port and that the markings were as per General Terms and Conditions for Export (FOB) between beneficiary and the opener. 5. Quantity loaded on board the vessel, as per the shippers scales. 6. The materials were loaded on board the vessel without apparent damage and were found to be in good order and condition. That the loading was done under the supervision of the shipper, and were properly lashed and secured inside the hatches / holds of the vessel. 7. Beneficiarys packing list indicating details of the materials shipped - 3 copies. 8. Certificate of origin. 9. Copy of Telex/e-mail or Fax from Arcaland Tea Company Ltd (ATCL) addressed to the openers FAX No. 295-3663623979 within FIVE working days after the on board Bill of Lading (CONGEN) date advising the name of the vessel, Bill of Lading (CONGEN) number and date, materials and quantity, destination port in Norland.

21

ADDITIONAL CONDITIONS: 1. Ocean freight is payable by the openers over and above the value of this Letter of Credit. 2. Marine Insurance to be covered by the opener. 3. In the event of (a) the failure of the opener to nominate a suitable vessel within 21 days, including lay days , from the date of beneficiarys Notice of Readiness of cargo (herein after referred to as NOR) OR (b) the vessel nominated by the opener and accepted by the beneficiary failing to arrive at Arcaland Port within 21 days including lay days from the date of NOR for reasons other than Force Majeure as defined under Clause 10 of the said contract OR (c) the vessel (nominated by the opener and accepted by the beneficiary) being found unsuitable after its arrival at Arcaland Port as certified by independent marine surveyors from Lloyds, this credit is payable at sight at your counters in Arcaland Port against presentation of beneficiarys draft drawn on ourselves for 100 per cent value of invoice accompanied by the following documents: a) Beneficiary's commercial invoice in duplicate. b) Copy of Beneficiarys Notice of Readiness, c) One copy of Food Standards Authoritys Certificate issued by the said Authority, Hastinapur, Arcaland, and Townshend. d) Certificate issued by Buyers representative certifying as to (a) and (b) of Document No. 3 above and further that the materials and quantity as per the Commercial Invoice are ready for shipment. e) Beneficiarys declaration that suitable vessel has not been nominated by the opener within 21 days including lay days from the date of NOR OR that the vessel nominated by the Buyer failed to arrive at Arcaland Port within the agreed lay days for reasons other than Force Majeure OR that the vessel being found unsuitable after its arrival as certified by the independent Marine Surveyors (copy of certificate of Marine Surveyors to be presented in such an event) as the case may be. f) Beneficiarys declaration that i. the materials as mentioned in the commercial invoice will be held in custody by the beneficiary at the risk and responsibility of the opener at the storage yard of the beneficiary at Arcaland Port. ii. iii. the materials will be covered by adequate waterproofing material at the cost of the Buyer. the Materials shall be held by the beneficiary free of ground rent for a period of 15 days from the date of expiry of Sellers NOR (against documents negotiated under this clause) and for storage extending beyond 15 days from the date of expiry of Sellers NOR the cost 22

of holding the materials (ground rent) calculated at the rate of USD 1.00 per metric tonnefor every week(s) (7 days) or part thereof shall be paid by the opener to the beneficiary till the date of acceptance of vessels NOR, when the vessel finally calls at the loadport. iv. Opener/Buyer to ensure that payment towards Ground Rent and/or Tarpaulin cost is remitted and remittance instruction duly forwarded by SWIFT message, before actual shipment, against the debit invoice. v. Upon nomination of suitable vessel within reasonable time by the opener for taking delivery of the materials for which payment has been realized by the beneficiary as aforesaid and subject to such vessel arriving at Arcaland Port within the agreed lay days, the beneficiary shall at his cost deliver FOB (Stowed) as per terms of the said contract the materials for which payment has been realized by the beneficiary as aforesaid. vi. Any amendment to the letter of credit without the prior written consent of the beneficiary shall not be taken cognizance of, under this letter of credit. vii. The opener shall not vary the terms of this letter of credit, nor issue instructions to the issuing Bank contrary to the terms of this Letter of Credit or the contract of sale covered by the said letter of credit. CHARGES: All Bank charges incurred outside India including payment of Cable/communication charges, reimbursement charges, etc. shall be borne and paid for by the opener. All Bank charges incurred in the Republic of Townshend shall be borne and paid for by the beneficiary.

PERIOD FOR PRESENTATION: Within 21 days from the date of B/L.

CONFIRMATION INSTRUCTIONS: Paying Bankmay add their confirmation to this Letter of Credit at the request and expense of the beneficiary and such confirmation shall also apply to any amendment (s) to this credit.

REIMBURSEMENT INSTRUCTIONS: Upon presentation of documents complying in all respects to Letter of Credit terms, the negotiating bank is authorised to claim on us by tested telex certifying that all terms and 23

conditions have been complied with and that the relative documents have been forwarded to us by Registered Airmail/ Courier. We undertake to remit within two working days after receipt by us of your tested telex/swift claim in US Dollars/Euro/any other freely exchangeable currency in accordance with your instructions. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (latest Revision). This telex/swift may be treated as the operative instrument. DISPUTES SETTLEMENT

All disputes arising out of or in connection with the present Letter of Credit shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules, the place of arbitration being ICC Centre, Jaipur, India. The Emergency Arbitrator Provisions shall not apply.

All apparent spelling mistakes/mistakes in LC documents, which do not alter meaning/ specification/ description/ Quantity/ value of goods are acceptable and will not count as a discrepancy.

24

ANNEXURE V Norland Importers Limited (NIL) 10 Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland E-mail: NIL-FoodImports@nil.org,nor; Tel: 295-3663623980/88 Fax: 295-3663623979
th

MOST URGENT To Mr. David Bull, Documentary Credits Division Global Bank of Norland 12, East Harbour Avenue, Pearl Harbour, Norland CC Mme Marline Keshot, Director, Export Division Arcaland Tea Company Ltd (ATCL), Arcaland Tea Tower, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshend Sir, REF: Irrevocable Letter of Credit No. 74/01/2012, issued on 15th January, 2012 We are in receipt of a notice of documents from ATCL on 25th March, 2012 and also a copy of the notice of demand for encashment of the above L/C on 6th April, 2012, the originals of both having been sent to you for release of funds covered by the above L/C. 7th April, 2012

The purpose of this letter is to instruct you to delay the encashment of the said L/C until you are advised to release it only after the arrival of the cargo at Pearl Harbour and its satisfactory receipt by NIL representatives. NIL in fact has no clue about the probable date arrival of the shipment at Pearl Harbour as the vessel, HMS Beagle, seems to have encountered rough weather during its voyage from Arcaland Port and is undergoing extensive repairs at the Port of Aden. We are indeed worried about the condition of the cargo. We greatly appreciate your cooperation. Yours truly, Dr. Damon Woolfe Director, Food Imports, NIL 25

ANNEXURE VI Norland Importers Limited (NIL)

10 Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland E-mail: NIL-FoodImports@nil.org,nor; Tel: 295-3663623980/88 Fax: 295-3663623979 MOST URGENT To Mr. David Bull, Documentary Credits Division Global Bank of Norland 12, East Harbour Avenue, Pearl Harbour, Norland CC Mme Marline Keshot, Director, Export Division Arcaland Tea Company Ltd (ATCL), Arcaland Tea Tower, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshend Sir, REF: Irrevocable Letter of Credit No. 74/01/2012, issued on 15th January, 2012 This is in continuation of our earlier letter of 7th April, 2012 in respect of release of payment under the above L/C. We wish to inform you by this letter that HMS Beagle finally arrived at Peal Harbour on 10th April, 2012. Upon its arrival, NIL representatives inspected the cargo and found two of the plywood boxes of teas broken and the cardboard cartons inside severely damaged. Many of these cartons are somehow drenched in sea water, for want of waterproof protection. In view of all this, NIL has sought clarifications from the Norland consular agent at Port Arcaland (who acted as our agent at the time of cargo shipment), the shipper and the insurers. We therefore instruct you to further delay release of payment under the above L/C, until you hear from us again. We greatly appreciate your cooperation. Yours truly, Dr. Damon Woolfe Director, Food Imports, 26 15th April, 2012
th

ANNEXURE VII

Arcaland Tea Company Ltd (ATCL)

Arcaland Tea Tower, Export Division Tel: 182-9783263663 to 669, Central Arcade, Hastinapur, Fax: 182-9783263664 Arcaland Province, Republic of Townshed E-mail: Arcalandtea @ATCL.org To Mr. David Bull, Documentary Credits Division Global Bank of Norland 12, East Harbour Avenue, Pearl Harbour, Norland And Dr. Damon Woolfe Director, Food Imports, Naorland Importers Limited, 10th Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland Sir, REF: Irrevocable Letter of Credit No. 74/01/2012, issued on 15th January, 2012 Refusal of payment under notice of arbitration This is to inform you that the delivery of goods for the first shipment was made, duly certified by NIL representative on 15th March, 2012, and that on 30th March, 2012, ATCL presented the necessary documents to the State Bank of Townshend and asked for its confirmation and immediate advice to GBN, with notice to NIL. The State Bank of Townshend did so promptly. The documents and notice thereof and demand notice were sent to you both by DHL Express. However, we understand from the State Bank of Townshend that at the instruction of NIL, GBN has unilaterally decided to delay release of payment under the above L/C f.o.b. This constitutes a clear breach of conditions of the irrevocable Letter of Credit as delay means refusal of immediate encashment of the L/C even after confirmation and advice of the State Bank of Townshend. By this letter, we put GBN and the NIL on notice that we intend to invoke the arbitration clauses in the export agreement and the letter of credit, if the default is not remedied by or before 5th May, 2012. Yours truly, Mme Marline Keshot, Director, Export Division Arcaland Tea Company Ltd (ATCL), 27 20th April, 2012

ANNEXURE VIII State Bank of Townshend

The State Bank Tower, Victoria Street, Hastinapur, Arcaland Province, Republic Townshend. Tele: +182-9977668800/809, FAX: +182-9977668810 www.sbt.org.ts To Mme Marline Keshot, Director, Export Division Arcaland Tea Company Ltd (ATCL), Arcaland Tea Tower, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshed Dear Madam, REF: Irrevocable Letter of Credit No. 74/01/2012, issued on 15th January, 2012 Release of payment by Global Bank of Norland 4th May, 2012

This is to advise you that payment under the above L/C has been released by the Global Bank of Norland without prejudice to the liability of ATCL in respect of the damage suffered by NIL for defective delivery of 3 plywood boxes, and consequent loss of profits in the market coupled with legal and other expenses.

We have deposited the amount into your account with us. We shall in due course debit our fees/charges from your account. We appreciate your business,

Yours Sincerely, Ashok Mehta, Documentary Credit Division, State Bank of Townshend, Hastinapur.

28

ANNEXURE IX Arcaland Tea Company Ltd (ATCL)

Arcaland Tea Tower, Export Division Tel: 1829783263663to669, Central Arcade, Hastinapur Fax:1829783263664 Arcaland Province, Republic of TownshedEmail: arcalandtea@ATCL.org

To Mr. David Bull, Documentary Credits Division Global Bank of Norland 12, East Harbour Avenue, Pearl Harbour, Norland And Dr. Damon Woolfe Director, Food Imports, Norland Importers Limited, 10th Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland Dear Sirs,

4th May, 2012

REF: Irrevocable Letter of Credit No. 74/01/2012, issued on 15th January, 2012 Acceptance of payment without prejudice by ATCL Today we received advice from the State Bank of Townshend that encashment of the letter of credit has been made without prejudice to the liability of ATCL in respect of the damage suffered by NIL for defective delivery of 3 plywood boxes, and consequent loss of profits in the market coupled with legal and other expenses. By this letter we place on record our strong condemnation of the conduct of the Global Bank of Norland whether at the instance of NIL or on its own, and also of the conduct of NIL. We continue to consider that such conduct constitutes a grave violation of the L/Cf.o.b. as well as of the export contract of sale and that both GBN and NIL are jointly and severally liable for the losses suffered by ATCL. We clearly point out the under the f.o.b. system, certification of delivery of cargo at the designated ship entitles the Seller to claim encashment of the L/C. However, we have decided to accept the encashment without prejudice to its rights which may be invoked at any appropriate time in future during the pendency of the current contract or thereafter. Yours truly, Mme Marline Keshot, Director, Export Division Arcaland Tea Company Ltd (ATCL), 29

ANNEXURE X Arcaland Tea Company Ltd (ATCL)

Arcaland Tea Tower, Export Division Central Arcade, Hastinapur, Arcaland Province, Republic of Townshed To Dr. Damon Woolfe Director, Food Imports, Norland Importers Limited, 10th Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland CC Mr. David Bull, Documentary Credits Division copy to GBN Global Bank of Norland 12, East Harbour Avenue, Pearl Harbour, Norland Sir, REF: Export Contract of Sale of 10th October, 2011 and Irrevocable Letter of Credit No. 75/01/2012, issued on 15th January, 2012 Request for variation of terms This letter refers to the above contract of sale whereby ATCL has undertaken to make the 2nd shipment f.o.b. to Pearl Harbour 250 tonnes of finest Arcaland tea within the time range of 15-30 September 2012 for a total cost of US$ 7,500,000 i.e., at the rate of US$3,000 per tonne f.o.b. Beginning with July 2012, Arcaland tea producing regions have been witnessing unprecedented riots on the so-called foreigners issue. This has caught us by surprise, even as we have been earnestly preparing ourselves to fulfil our obligations under the contract. The riots continue to remain as intense as before even at the moment and they threaten to spread to other areas, as you may have watched the BBC telecasts since mid-July. Since the beginning of August, it has become clear to us that it will be impossible for ATCL to procure the entire 250 tonnes of Arcaland tea ready to be delivered during the time range stipulated in September, 2012. We, therefore, propose to NIL that in view of the riot situation, which was an unforeseen circumstance, ATCL deliver 125 tonnes of Arcaland tea, which ATCL has collected before the riots broke out and kept in its godowns in good deliverable condition, and that if NIL wishes ATCL will be more than happy to deliver 200 tonnes of Rinjiling tea which it can easily procure from Rinjiling Tea Corporation (RTC), a government company, and get it delivered by RTC as per the export contract at the Arcaland Port at no extra cost to NIL. We are aware that NIL also deals in Rinjiling tea for the Norland domestic market. Tel: 182-9783263663 to 669, Fax: 182-9783263664 E-mail: arcalandtea@ATCL.org 5th August, 2012

30

We look forward to receiving an urgent response on this proposal. Yours truly, Mme Marline Keshot, Director, Export Division Arcaland Tea Company Ltd (ATCL)

31

ANNEXURE XI Norland Importers Limited (NIL)

10 Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland E-mail: NIL-FoodImports@nil.org,nor; Tel: 295-3663623980/88 Fax: 295-3663623979
th

MOST URGENT To Mme Marline Keshot, Director, Export Division Arcaland Tea Company Ltd (ATCL), Arcaland Tea Tower, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshend CC Mr. David Bull, Documentary Credits Division Global Bank of Norland, 12, East Harbour Avenue, Pearl Harbour, Norland Dear Madam, REF: Your letter of 5th August 2012 re. Second Shipment under the export contract and Irrevocable Letter of Credit No. 75/01/2012, issued on 15th January, 2012 We are in receipt of your above letter containing a proposal that we convert the previously agreed second shipment of 250 tonnes of Arcaland tea into 125 tonnes of Arcaland tea plus 200 tonnes of Rinjiling tea f.o.b. with no extra cost to us. In other words, we would pay only the originally agreed amount of US$ 7.5 million only for the entire shipment delivery, other terms of the contract remaining the same. We appreciate the difficulties you are currently experiencing in your part of the world. In view of them, we readily accept your new proposal, and look forward to your delivery schedule within the time range of 15-30 September 2012. We are instructing our bankers the Global Bank of Norland to note the change in the terms of the export contract and to vary the terms of the above L/C accordingly. GBN may please treat an endorsed copy of this letter to contain these instructions as if these were specifically addressed to them. Yours truly, Dr. Damon Woolfe Director, Food Imports,NIL 32 11th August, 2012

ANNEXURE XII Norland Importers Limited (NIL)

10 Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland E-mail: NIL-FoodImports@nil.org,nor; Tel: 295-3663623980/88 Fax: 295-3663623979 MOST URGENT To Mme Mme Marline Keshot, Director, Export Division Arcaland Tea Company Ltd (ATCL), Arcaland Tea Tower, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshend 1st October, 2012
th

Dear Madam, REF: Fraudulent Second Shipment under the export contract and Irrevocable Letter of Credit No. 75/01/2012, issued on 15th January, 2012 SS Savannah arrived in Pearl Harbour on 30th September with the purported cargo. We took the cargo off the ship this morning. We were shocked to discover on inspection that each of the 4000 boxes contained cartons filled with at least 20 kgs of stones and rubbish. The local representative of Lloyds Insurance was the witness. We strongly protest this fraud and breach of faith committed by ATCL. Rest assured, we shall soon inform you of the next course of action that we have in mind, to compensate for the breach of contract and the consequential damages, besides indeed, any possible criminal action.

We are instantly instructing GBN to dishonour any confirmation and advice that it may receive from the State Bank of Townshend and to refrain from releasing payment against the said L/C, until this matter is sorted out to our satisfaction. Yours truly, Dr. Damon Woolfe Director, Food Imports, NIL

33

ANNEXURE XIII Norland Importers Limited (NIL)

10 Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland E-mail: NIL-FoodImports@nil.org,nor; Tel: 295-3663623980/88 Fax: 295-3663623979
th

MOST URGENT To Mr. David Bull, Documentary Credits Division Global Bank of Norland, 12, East Harbour Avenue, Pearl Harbour, Norland Sir, REF: Fraudulent Second Shipment under the export contract and Irrevocable Letter of Credit No. 75/01/2012, issued on 15th January, 2012 SS Savannaharrived in Pearl Harbour on 30th September with the purported cargo. We took the cargo off the ship this morning. We were shocked to discover on inspection that each of the 4000 boxes contained cartons filled with at least 20 kgs of stones and rubbish. The inspection was carried out in the presence of the local representative of Lloyds Insurance. We have registered with ATCL a strong protest on this fraud and breach of faith committed by ATCL. 1st October, 2012

In view of the above, we hereby instruct you to dishonour any confirmation and advice that you may receive from the State Bank of Townshend and refrain from releasing payment against the said L/C, until further instructions to the contrary. Yours truly, Dr. Damon Woolfe Director, Food Imports, NIL

34

ANNEXURE-XIV
GLOBAL BANK OF NORLAND 12, East Harbour Avenue, Pearl Harbour, Norland Tele: +295-2997766880/879, FAX: +295-2997766880 www.gbn.org.nor

To Mme Marline Keshot, Director, Export Division Arcaland Tea Company Ltd (ATCL), Arcaland Tea Tower, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshed CC Dr. Damon Woolfe Director, Food Imports, Naorland Importers Limited, 10th Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland

2nd October, 2012

Dear Madam, REF: Irrevocable Letter of Credit No. 75/01/2012, issued on 15th January, 2012 Inability to release payment Upon instructions from Norland Importers Limited, we hereby advise you that the Global Bank of Norland has decided not to release payment under the above L/C. This is in view of NILs finding in the presence of an independent witness that the delivery and the cargo of the 2 nd Shipment under the export contract have been defective and fraudulent. Further, we find that no proper steps have been taken by the parties to the export contract formally to incorporate the changes effected to the 2nd shipment of cargo covered by the above L/C. Evidently this amounts to non-compliance of the required documents to accompany the demand for release of payment, and L/C remains non-encashable, until it terminates pursuant its terms. Yours truly, Mr. David Bull, Documentary Credits Division Global Bank of Norland, 12, East Harbour Avenue, Pearl Harbour, Norland

35

ANNEXURE XV GLOBAL BANK OF NORLAND

12, East Harbour Avenue, Pearl Harbour, Norland Tele: +295-2997766880/879, FAX: +295-2997766880 www.gbn.org.nor

To Mr. Ashok Mehta, Documentary Credit Division, State Bank of Townshend, The State Bank Tower, Victoria Street, Hastinapur, Arcaland Province, Republic Townshend Sir,

2nd October, 2012

REF: Irrevocable Letter of Credit No. 75/01/2012, issued on 15th January, 2012 NonRelease of payment Upon instructions from Norland Importers Limited, we hereby advise you that the Global Bank of Norland has decided not to release payment under the above L/C. This is in view of NILs finding in the presence of an independent witness that the delivery and the cargo of the 2nd Shipment under the export contract have been defective and fraudulent. We also find that the cargo was at variance with the original contract. Yours truly, Mr. David Bull, Documentary Credits Division Global Bank of Norland, 12, East Harbour Avenue, Pearl Harbour, Norland

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ANNEXURE XVI Arcaland Tea Company Ltd (ATCL)

Arcaland Tea Tower,Export Division Central Arcade, Hastinapur, Arcaland Province, Republic of Townshed Tel:1829783263663 to 669 Fax:182978326366 Email:arcalandtea@ATCL.org 3rd October, 2012

To Mr. David Bull, Documentary Credits Division Global Bank of Norland 12, East Harbour Avenue, Pearl Harbour, Norland CC Dr. Damon Woolfe Director, Food Imports, Norland Importers Limited, 10th Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland Sir,

REF: Irrevocable Letter of Credit No. 75/01/2012, issued on 15th January, 2012 Your letter of 2nd October, 2012 failing to release payment under L/C Today we received your above letter informing us that you are not prepared to release payment of the said L/C f.o.b. An irrevocable L/C f.o.b. cannot be subject to unilateral instructions of the Buyer, once the delivery has been certified by his representative. When the f.o.b. conditions are fulfilled, the issuing bank is duty bound to release payment on demand by the beneficiary. Further, the amendment of contract has been duly notified to you by both parties and that therefore GBN has no power to question the freedom of parties to alter their contract. Your obligations as the Issuing Bank remain separate from questions relating to performance of the export contract, to which you are not a party, in view of the autonomy principle that governs letters of credit. At any rate, ATCL is at liberty to proceed against NIL before a separate forum as provided under the export contract of sale. By this letter, we give GBN one last chance to review its position in relation to the said L/C f.o.b., before ATCL decides to take other appropriate course of action. Awaiting your immediate reply, Yours truly, Mme Marline Keshot, Director, Export Division Arcaland Tea Company Ltd (ATCL), Hastinapur 37

ANNEXURE XVII GLOBAL BANK OF NORLAND

12, East Harbour Avenue, Pearl Harbour, Norland Tele: +295-2997766880/879, FAX: +295-2997766880 www.gbn.org.nor

To Mme Marline Keshot, Director, Export Division, Arcaland Tea Company Ltd (ATCL), Arcaland Tea Tower, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshed CC Dr. Damon Woolfe Director, Food Imports, Norland Importers Limited, 10th Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland Dear Madam,

8th October, 2012

REF: Irrevocable Letter of Credit No. 75/01/2012, issued on 15th January, 2012 Your letter of 3rd October, 2012 We have studied your above letter and noted the contents. We have do not see our way clear to change our position already clearly stated in our previous letter of 2nd October, 2012. Yours truly, Mr. David Bull, Documentary Credits Division Global Bank of Norland, 12, East Harbour Avenue, Pearl Harbour, Norland

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ANNEXURE XVIII Arcaland Tea Company Ltd (ATCL)

Arcaland Tea Tower, Export Division Central Arcade, Hastinapur, Arcaland Province, Republic of Townshed To Mr. David Bull, Documentary Credits Division Global Bank of Norland 12, East Harbour Avenue, Pearl Harbour, Norland CC Dr. Damon Woolfe Director, Food Imports, Norland Importers Limited, 10th Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland Sir, REF: Irrevocable Letter of Credit No. 75/01/2012, issued on 15th January, 2012 Your letters of 2nd and 8th October, 2012 - failure to release payment under L/C In view of your response of 8th October, 2012, ACTL hereby invokes the dispute settlement clause in both the letters of credit that runs as follows: DISPUTES SETTLEMENT All disputes arising out of or in connection with the present Letter of Credit shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules, the place of arbitration being ICC Centre, Jaipur, India. The Emergency Arbitrator Provisions shall not apply. TAKE NOTICE THAT ALL THE CLAIMS OF ATCL UNDER THE L/Os (FOB) NOs. 74/01/2012 AND 75/01/2012, ISSUED BY YOUR BANK ON 15TH JANUARY, 2012 SHALL FORTHWITH BE SUBMITTED TO ARBITRATION BEFORE ICCs INTERNATIONAL COURT OF ARBITRATION. Yours truly, Mme Marline Keshot, Director, Export Division Arcaland Tea Company Ltd (ATCL), Hastinapur 39 Tel: 182-9783263663669, Fax: 182-9783263664 E-mail: arcalandtea@ATCL.org 3rd October, 2012

ANNEXURE XIX Arcaland Tea Company Ltd (ATCL)

Arcaland Tea Tower, Export Division, Central Arcade, Hastinapur, Arcaland Province, Republic of Townshed Tel:1829783263663to669, Fax:189783263664 E-mail: arcalandtea@ATCL.org

To 3rd October, 2012 Ms Cheng-Yee Khong Director and Counsel Secretariat of the International Court of Arbitration of the International Chamber of Commerce, Asia Office , Suite 2, 12/F, Fairmont House 8 Cotton Tree Drive, Central Hong Kong Tel.: +852 3607 5600 Fax: + 852 2523 1619, Email: ica8@iccwbo.org CC Mr David Bull, Documentary Credits Division Global Bank of Norland, 12, East Harbour Avenue, Pearl Harbour, Norland And Dr. Damon Woolfe Director, Food Imports, Norland Importers Limited, 10th Floor, 12 Seaside Point, Harbour Road, Pearl Harbour, Norland Dear Madam, SUB: Request for Arbitration in respect of Irrevocable Letters of Credit (f.o.b.) Nos. 74/01/2012 and 75/01/2012, issued by the Global Bank of Norland, Pearl Harbour, Norland on 15th January, 2012 Differences have arisen between Arcaland Tea Company (ATCL), Republic of Townshend and the Global Bank of Norland, Pearl Harbour, Norland in respect of the aforesaid irrevocable L/Cs, for unjustified delayed payment release in the case of L/C No. 74/01/2012and failure to honour the demand for payment release in the case of L/C No. 75/01/2012, in both cases the Global Bank of Norland citing reasons extraneous to the L/Cs (f.o.b.).

On failure on the part of the bank to resolve the differences in terms of the L/Cs, ATCL now requests ICA of ICC to initiate arbitration proceedings. Both the parties are obliged to comply with the ICC Rules of Arbitration, and carry out the final award of the arbitration tribunal that may meet and hold hearings at Jaipur, India.

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ATCL further requests that the tribunal, immediately upon its establishment, ask the Global Bank of Norland urgently to release the payment of the second L/C, as an interim award. We attach herewith the statement of Facts of the Case and 18 other attachments as the case record.

Assuring you of the full cooperation of ATCL, Yours truly, Mme Marline Keshot, Director, Export Division Arcaland Tea Company Ltd (ATCL), Hastinapur

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