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Standard Coal Trading Agreement (SCoTA) Version 7e

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(Effective 18:00 GMT on 3 April 2011 )

Standard Coal Trading Agreement (SCoTA)


PART 1: Transaction Summary
Set out below are the terms of a Transaction (defined in Part 2 and referred to below) agreed between Buyer
and Seller.

All terms and conditions in Part 2 of SCoTA and the Schedules thereto (version 7e effective 18:00 GMT on
3rd April 2011 ) (as specified by the Board of Global Coal Limited and published at
http://www.globalcoal.com/downloads/download.cfm#SCoTA) are incorporated by reference into this
Transaction Summary.

The Parties enter each Transaction (whether as Seller or as Buyer) on reliance upon the fact that each
Transaction and the Agreement form a single agreement and that the Parties would not otherwise enter into
such Transactions.

A) RSS [Insert the RSS name]


B) Number of Metric Tonnes per Delivery Period [Insert number of Metric Tonnes bought or sold]
C) Base Price [Insert price in USD]
D) Delivery Period(s) [Insert period(s)]
E) Origin [Insert origin of the coal]
F) Delivery Point [Insert the delivery point of the coal]

G) BUYER: H) SELLER:

Date and time (GMT):

globalCOAL Standard Coal System ID, where applicable:

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Table of Contents

1. Definitions .................................................................................................................................................. 3
2. Interpretation ............................................................................................................................................ 10
3. Obligations ............................................................................................................................................... 10
4. Representations, Warranties and Undertakings ...................................................................................... 11
5. Financial Settlement ................................................................................................................................ 11
6. Nominations ............................................................................................................................................. 11
7. Laytime and Demurrage .......................................................................................................................... 13
8. Delivery .................................................................................................................................................... 14
9. Title and Risk ........................................................................................................................................... 14
10. Weighing/Sampling/Analysis ............................................................................................................... 14
11. Quality and Contamination .................................................................................................................. 15
12. Rejection of the Shipment.................................................................................................................... 16
13. Price, Payment, Netting and Close-Out............................................................................................... 16
14. Performance Assurance and Credit .................................................................................................... 18
15. Failure to Deliver or Take Delivery ...................................................................................................... 18
16. Remedies in respect of an Event of Default ........................................................................................ 19
17. Force Majeure ...................................................................................................................................... 21
18. Disputes ............................................................................................................................................... 22
19. Assignment or Novation....................................................................................................................... 23
20. Agents .................................................................................................................................................. 23
21. Confidentiality ...................................................................................................................................... 23
22. Exclusion of certain Warranties and Conditions; Limitation of Liability ............................................... 23
23. Notices and Communication ................................................................................................................ 24
24. Waiver .................................................................................................................................................. 24
25. Amendment ......................................................................................................................................... 24
26. Exclusion of Third Party Rights ........................................................................................................... 24
27. Governing Law ..................................................................................................................................... 25
Schedule A: Standard Specification ARA ................................................................................................. 26
Schedule B: Standard Specification DES ARA.......................................................................................32
Schedule C: Standard Specification COL ................................................................................................. 38
Schedule D: Standard Specification INDO FOB ....................................................................................... 42
Schedule E: Standard Specification INDO FAS ........................................................................................ 47
Schedule F:Standard Specification DAP ARA ......................................................................................... 52
Schedule G: Standard Specification NEWC ............................................................................................. 58
Schedule H: Standard Specification NEWCF ........................................................................................... 64
Schedule I: Standard Specification RB1 ................................................................................................... 70
Schedule J: Standard Specification RB2 .................................................................................................. 73
Schedule K: Standard Specification NCIG.................................................................................................76
Appendix 1: Standard Close-Out Agreement for Coal [Insert reference number] ....................................... 82
Appendix 2: Standard Financial Settlement Agreement for Coal [Insert reference number] ...................... 85
Appendix 3: Standard Agreement on Index Settlement of Shipment Tolerances [Insert reference
number]........................................................................................................................................................87

PART 2: - Terms and Conditions

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Agreement and Acknowledgement: Australian Parties

It is agreed and acknowledged that where the Buyer and/or the Seller, as at the date of this Agreement:

(a) is a resident of Australia;

(b) has a registered office or a place of business in Australia; or

(c) carries on business in Australia,

then the following provisions are not applicable to, not binding on, and not enforceable by or against that Party,
and do not form any part of the arrangement between the Parties:

Clause 5.1

Clauses 13.9 and 13.10;

Appendix 1; and

Appendix 2.

1. Definitions

In this Agreement the following terms shall have the meanings set out below:

Affected Party has the meaning specified in clause 17.2


Agreement means the single agreement comprised by the terms and conditions set out in Part
2, the Schedules, each Transaction made hereunder and, where executed by the
Parties, any Close-Out Agreement and/or Financial Settlement Agreement

Base Price means, in relation to a Transaction, the price in USD per Metric Tonne specified as
such in the Transaction Summary
Binding Results means the analysis results by which the Parties shall be bound, being either those
contained in the Primary Analysis Certificate or, where any of the results contained
in the Primary Analysis Certificate are replaced pursuant to clause 10.5, the results
contained in the Referee Analysis Certificate
Buyer means, in relation to a Transaction, the Party specified as such in the Transaction
Summary
Buyer Nomination means the number of days specified in the RSS
Days
Buyers has the meaning specified in clause 15.1.2
Deficiency
Certificate of means the certificate issued or arranged for issue by Seller certifying the origin of
Origin the Shipment
Cancelling Day means the last day of the spread of Laycan
Cargo Handling means the rate, as specified in the RSS, at which the Coal is to be loaded (or, where
Rate DES or DAP terms apply, unloaded) at the Delivery Point for the purposes of
calculating Laytime
Challenging Party has the meaning specified in clause 10.5
Circle has the meaning specified in clause 13.10
Close-Out means an agreement substantially in the form set out in Appendix 1 to this
Agreement Agreement (amended as necessary if the agreement is to cover more than one
Delivery Period or if the Transaction concerned has a weekly Delivery Period)
Coal means, in relation to a Transaction, coal of substantially uniform quality throughout
and suited for bulk sea transport to be sold by Seller and purchased by Buyer,
complying with the Specification applicable to the Transaction or which is otherwise
accepted by Buyer
Contamination-Fre means free from synthetic fuels (synfuels) and substantially free from all extraneous

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e materials atypical of coal (including but not limited to mining debris, bone, slate,
iron, steel, petroleum coke (petcoke), earth, rock, pyrite, wood or blasting wire) and,
where the RSS is not NEWC, NEWCF or NCIG, pond fines.
Contract for Means a mutually acceptable brokers fixture note or charter party, evidencing the
Carriage of date of agreement of the charter party and the Demurrage rate of the Vessel (as
Shipment notified in paragraphs 1.3(i) and 1.6 (c) of Schedule A, paragraph 1.3 (d) of
Schedules B and F, paragraph 1.1(f) for Schedules I and J, paragraph 1.2(f) of
Schedules D, E paragraph 2.1(f) of Schedule G, H and K as applicable.
Credit Support means any third party who provides or is required to provide Performance
Provider Assurance on behalf of a Party
Cross Default means an amount in USD which may be agreed between the Parties for the
Threshold purposes of sub-paragraph e) of the definition of Event of Default in this clause 1
DAP means delivered at place as defined by the Incoterms 2010 Rules
Defaulting Party has the meaning specified in the definition of Event of Default in this clause 1
Delivery Basis means the Delivery Basis specified in the RSS
Delivery Period means, in relation to a Transaction, the delivery period or periods specified as such
in the Transaction Summary, each Delivery Period being a calendar month or,
where Buyer and Seller so agree, a weekly delivery period with a mutually agreed
start date
Delivery Point means the delivery point specified in the RSS
Demurrage where the RSS is not NEWCF, means the financial compensation payable if time
used in completing loading (or, where DES or DAP terms apply unloading) is
greater than Laytime and payable for all such excess time at a rate agreed between
the Parties or, failing agreement, the rate specified in or payable pursuant to the
contract for carriage of the Shipment.

where the RSS is NEWCF, unless mutually agreed otherwise, means the financial
compensation payable if time used in completing loading is greater than Laytime
and payable for all such excess time pursuant to the Cargo Handling Rate.
Despatch means the amount payable, if any, for Laytime saved and being 50% of the relevant
Demurrage rate

DES means delivered ex-ship as defined by Incoterms 2000.


DWT means deadweight tonnes measured in Metric Tonnes and basis summer salt water
Early Termination has the meaning specified in clause 16.1
Date
ETA means estimated time of arrival
ETL means the initial estimated time of loading notified to the Vessel by the relevant port
authority at the Delivery Point in accordance with Local Rules if the VAS is in
operation
Event of Default (a) means with respect to a Party (Defaulting Party) any one or more of
the following events: failure by the Defaulting Party to make, within the
time allowed under this Agreement, any payment required in respect of a
Transaction or otherwise pursuant to this Agreement; or

(b) failure by the Defaulting Party to provide any required Performance


Assurance within three (3) Working Days of a Notice in Writing being
given under clause 14.1; or

(c) any representation or warranty made by the Defaulting Party herein


proving to be false or misleading in any material respect; or

(d) a material or substantial breach by the Defaulting Party of its


obligations under this Agreement (other than obligations to make any
payment or obligations which are otherwise specifically expressed in this
Agreement to be an Event of Default and other than with respect to a
Partys obligations to deliver or take delivery, the exclusive remedy for
which is provided in clause 15 and paragraph 6.1 of Schedule A or B or F
as applicable); or

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(e) if the Parties have by Notice in Writing agreed a Cross Default Threshold,
the existence of relevant indebtedness which in aggregate exceeds the
Cross Default Threshold, and for this purpose relevant indebtedness
means indebtedness comprising any sum which is due for payment by the
Defaulting Party, and which the Defaulting Party has failed to pay in
relation to any financial indebtedness (whether present or future,
contingent or otherwise, as principal or surety or otherwise) for borrowed
money (which includes debts payable to affiliates as well as debt
instruments to financial institutions) and in respect of which any applicable
grace period has expired; or

(f) the existence of relevant indebtedness and for this purposes relevant
indebtedness means indebtedness comprising any sum which is due for
payment by the Defaulting Party, and which the Defaulting Party has failed
to pay, under any other agreement or instrument between the Parties, and
in respect of which any applicable grace period (under the agreement or
instrument concerned) has expired; or

(g) the Defaulting Party becoming the subject of an Insolvency Event

Expert has the meaning specified in clause 18.1


Final Price means the price per Metric Tonne of Coal determined in accordance with clause
11.2, 11.3 or paragraph 4.1 of Schedules C, I, and J, or paragraph 5.1 and 5.2 of
Schedules A, B, D, E, F and K or paragraph 6.1 of Schedules G and H as
applicable.
Financial means an agreement substantially in the form set out in Appendix 2 to this
Settlement Agreement (amended as necessary if the agreement is to cover more than one
Agreement Delivery Period or if the Transaction concerned has a weekly Delivery Period)

FOB means free on board as defined by Incoterms 2000


Force Majeure means (subject to clause 17.8) any event or circumstance:

(a) not reasonably foreseeable at the date of a Transaction which wholly or


partly prevents or delays a Party from performing its obligations arising
with respect to such Transaction (apart from an obligation to make
payment); and

(b) which cannot reasonably be overcome or avoided by such Party


exercising all reasonable skill, care and diligence

and for the purposes of paragraph 2.6 of Schedule C, D, E, F and paragraph 2.7 of
Schedule A, B and F, and paragraphs 3.4 and 3.5 of Schedules G, H and K as
applicable, any event or circumstance not reasonably foreseeable prior to the
commencement of loading (or where DES or DAP terms apply, unloading) which
wholly or partly prevents or delays the master of the Vessel from loading (or where
DES or DAP terms apply, unloading) and which cannot reasonably be overcome or
avoided by the master exercising all reasonable skill, care and diligence
Free Pratique means the relevant authorities at the Delivery Point being satisfied as to the state of
health of those on board the Vessel and thus granting free pratique
GCVAR means gross calorific value as received at constant volume reported in kilocalories
per kilogram (kcal/kg), and analysed according to the Standard

GMT means Greenwich Mean Time


Insolvency Event means with respect to a Party or its Credit Support Provider, such Party or its Credit
Support Provider:

(a) being, or having a resolution passed for it to be, dissolved or entered into
liquidation whether compulsory or voluntary (other than for the purposes
of amalgamation, consolidation or merger); or

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(b)seeking or having a receiver, administrator, liquidator or similar official


appointed over all or substantially all of its assets; or

(c) filing for or having filed against it:

i. a proceeding seeking a judgement of insolvency or bankruptcy or


any other relief under any bankruptcy or insolvency law or other
similar law affecting creditors rights; or

ii. a petition for its liquidation or being wound up;

unless in the case of any such proceeding or petition being filed against
such Party,

iii. the Party is able to pay its debts as they fall due; or

iv. is otherwise in a position which does not justify the


commencement of such proceedings

and such proceeding or petition is discharged, dismissed, withdrawn,


stayed or restrained within five (5) Working Days of such filing; or

(d) making any general composition, assignment or arrangement with or for


the benefit of its creditors; or

(e) becoming insolvent or failing or being unable to pay its debts or


acknowledging in writing its inability generally to pay its debts as they fall
due; or

(f) having a secured party take possession of, or having a legal process
levied against, all or substantially all of its assets and such possession or
process not being withdrawn within 30 days of the event; or

(g) otherwise becoming or being declared bankrupt or insolvent (however


evidenced); or

(h) causes or is subject to any event with respect to it which, under the
applicable laws of any jurisdiction, has an analogous effect to any of the
events specified in sub-paragraphs (a) to (g) above (inclusive); or

(i) takes any action in furtherance of, or indicating its consent to, approval of,
or acquiescence in, any of the acts referred to in this definition of
Insolvency Event
ISO means International Standards Organisation
Laycan means the period specified in the RSS during which the Vessel must arrive at the
Delivery Point (or where DES or DAP terms apply, load port) for the commencement
of loading.
Laytime means the time allowed for loading (or, where DES or DAP terms apply, unloading)
of the Vessel at the Delivery Point as determined in accordance with clause 7.4
LIBOR means in relation to any period the one (1) month London Inter-bank Offered Rate
for United States Dollars from time to time as quoted by Reuters at 11:00AM (GMT)
on the first day of such period or if no such rate is then quoted, on the next
succeeding day on which such rate is so quoted
Local Rules means any rules and regulations published by the relevant port authority and
applicable at the Delivery Point
Major Shipper means, in the case of Part-Cargoes, the party at the Delivery Point expected to load
or unload the largest tonnage onto or from any given Vessel (unless otherwise
agreed by the parties loading or unloading onto or from said Vessel in which case
the Major Shipper shall be the party so agreed)
Material Adverse means any one or more of the following events:
Change

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(a) there is a material adverse change in the financial standing or


creditworthiness of a Party or its Credit Support Provider, so that in the
reasonable opinion of the other Party (exercising good faith), the ability of
the Party or its Credit Support Provider to perform its obligations under
this Agreement or any Performance Assurance becomes materially
impaired; or

(b) without the prior consent by Notice in Writing of the other Party, any
failing, ceasing, expiry or termination, in whole or in part, of any
Performance Assurance before the satisfaction of all outstanding
obligations to which the Performance Assurance relates
Metric Tonne means 1,000 (one thousand) kilograms, which is equal to 2204.62 lbs (two
thousand two hundred and four point six two pounds)
NAT means, where a VAS is in operation, the seven (7) day notifed arrival time notified to
the Vessel by the relevant port authority at the Delivery Point in accordance with
Local Rules
NCV means net calorific value at constant volume reported in kilocalories per kilogram
(kcal/kg), and analysed according to the Standard
Non-Defaulting has the meaning specified in clause 16.1
Party
NOR means the notice of readiness validly tendered at the Delivery Point by the master of
the Vessel
Notice in Writing means notification in any form of tangible or electronic written or printed
communication
Origin means the country of Origin of the Coal specified in the RSS
Origin Nomination means, where the RSS is ARA or DES ARA or DAP ARA, the fifteenth (15th) day of
Date the second (2nd) calendar month prior to the start of the Delivery Period, or, if such
Origin Nomination Date is a day which is not a Working Day then the first prior
Working Day.
P&I Club means an insurance mutual providing protection and indemnity from third party
liabilities and expenses arising from owning or operating Vessels as principals on
terms similar to those insurance mutuals being members of the International Group
of P&I Clubs
Part-Cargoes means any situation where a Shipment is not the only cargo to be loaded or
unloaded onto or from the Vessel at the Delivery Point
Party means a party to this Agreement and Parties means both of them
Payment has the meaning specified in clause 19.2
Assignment
Performance means any document which by its terms secures, guarantees or otherwise supports
Assurance a Partys obligations in respect of one of more Transactions, including but not
limited to:

(a) letters of credit;

(b) cash prepayments;

(c) corporate or bank guarantees


Primary Analysis means the certificate issued by the Primary Laboratory certifying the results of the
Certificate Primary Analysis and showing all Specifications required by the RSS
Primary Analysis means the sampling and analysis performed by the Primary Laboratory for all
Specifications required by the RSS in accordance with the relevant Standard at the
Delivery Point.
Primary means an internationally recognised independent commercial laboratory selected
Laboratory by mutual agreement of Buyer and Seller and appointed and paid for by Seller (or,
where DES or DAP terms apply, selected by Seller from the approved list on the
globalCOAL website, http://www.globalcoal.com/scota/labs.cfm in accordance with
paragraph 1.3 (e) of Schedules B and F) to sample and analyse the Shipment in
accordance with the Standard at the Delivery Point
Quantity means, in relation to a Transaction, the number of Metric Tonnes per Delivery
Period, specified as such in the Transaction Summary

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Referee Analysis means the certificate issued by the Referee Laboratory certifying the results of the
Certificate analysis of the Referee Sample and showing only the values challenged pursuant to
clause 10.5
Referee means an internationally recognised independent commercial laboratory which is
Laboratory not the Primary Laboratory and which is selected by mutual agreement of Buyer and
Seller
Referee Sample means a sealed sample which is kept in a safe place by the Primary Laboratory for
at least ninety (90) days from the date of the Primary Analysis Certificate for referee
purposes
Replacement has the meaning specified in clause 15.1.1
Price
RSS or Relevant means the relevant standard specification pertaining to a Transaction, as defined in
Standard the Schedules to this Part 2 and as amended in the Transaction Summary by
Specification mutual agreement.
Sales Price has the meaning specified in clause 15.1.2
Seller Means, in relation to a Transaction, the Party specified as such in the Transaction
Summary
Seller Nomination Means, where applicable, the number of days specified in the RSS
Days
Sellers Account Means Sellers nominated bank account as notified to Buyer
Sellers Deficiency has the meaning specified in clause 15.1.1
SHINC Means Sundays and holidays (applicable at the Delivery Point) included
Shipment Means each shipment of Coal making up the Quantity to be delivered in each
Delivery Period pursuant to a Transaction and in accordance with this Agreement
where the number of shipments is determined by :

a) the Buyer (acting reasonably) where the RSS is COL, FOB INDO, FAS
INDO, NEWC, NEWCF, NCIG, RB1 or RB2;

b) the Buyer (acting reasonably) where the RSS is ARA and delivery is on
FOB Terms; and

c) the Seller (acting reasonably) where the RSS is ARA and delivery is on DES
or DAP Terms
Shipping means the tolerance in the quantity of each Shipment of Coal, specified as such in
Tolerance the RSS, subject always to the rules and regulations applicable at the Delivery
Point, the benefit of which (save for paragraph 1.6(f) of Schedule A and paragraph
1.3 (f) of Schedules B and F) is exercisable by the master of the Vessel
Specification means the specification specified as such in the RSS
Spot Basis means the provision, if any, of rules by the relevant authority at the Delivery Point
relating to the treatment of Vessels on a spot basis
Standard Means the standards of the International Standards Organisation (ISO) as
amended from time to time
Statement of means a statement signed by the Vessel's master and/or charterers and/or Seller or
Facts their agents covering dates and times of arrival, the tendering and acceptance of the
NOR, with the times and dates of cargo working showing any stoppage or other
relevant events
Sublot Analysis Means where the RSS is FOB INDO or FAS INDO the sampling and analysis
performed by the Primary Laboratory per barge for the net calorific value as
received in accordance with the relevant Standard at the Delivery Point
Sublot Analysis Means where the RSS is FOB INDO or FAS INDO the certificates issued by the
Certificate Primary Laboratory certifying the results of the Sublot Analysis and showing the net
calorific value as received by barge
Sublot Analysis Means where the RSS is FOB INDO or FAS INDO the net calorific value as received
Binding Result analysis results by which Parties shall be bound, being either those contained in the
Sublot Analysis Certificates or, where any of the results contained in the Sublot
Analysis Certificate are replaced pursuant to clause 10.5, the results contained in
the Referee Analysis Certificates
Termination has the meaning specified in clause 16.1
Amount

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Transaction means each transaction entered into by the Parties to this Agreement for the sale
and purchase of Coal
Transaction has the meaning specified in clause 16.3
Settlement
Transaction in relation to a Transaction, means the summary of the commercial terms for that
Summary Transaction substantially in the form of SCoTA Part 1 or otherwise containing the
information set out in SCoTA Part 1
Turntime means the grace period specified in the RSS
Unsecured Party has the meaning specified in clause 14.1
USD means United States Dollars
VAS means the vessel arrival system which may be implemented by the relevant port
authority at the Delivery Point in accordance with Local Rules
Vessel Means the Buyers vessel on which the Shipment is received and on DES or DAP
terms, the Sellers vessel from which the Shipment is unloaded.
Weight Certificate means the certificate issued by the independent marine surveyor (or, where the
RSS is NEWC or NEWCF and the Shipment will be mixed in a stockpile prior to
loading with other coal not forming part of the Shipment, the relevant freight rail
company) certifying the weight of each Shipment.
Working Day Means any day (other than Saturday and Sunday) on which banks in the countries
of both Parties are generally open for business
WWD means weather working days being days at the port of loading or discharge on
which it is possible to load or unload respectively a Shipment without being hindered
by bad weather

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2. Interpretation

2.1 All terms defined in this Agreement shall have the defined meanings when used in any notice,
certificate, report or other document made or delivered pursuant to or in connection with this
Agreement, unless the context otherwise requires.

2.2 Reference in this Agreement to:

a) Part 2 of this Agreement shall be to the terms and conditions of this Agreement comprised in
clauses 1-27 inclusive;

b) Clauses shall be interpreted as references to clauses in Part 2 of this Agreement;

c) Schedules shall be interpreted as references to one or more of Schedules A-K inclusive;

d) Paragraphs shall be interpreted as references to paragraphs of a Schedule; and

e) Appendices shall be interpreted as references to Appendices 1, 2 and 3 to this Agreement.

2.3 Headings and sub-headings shall not affect the construction or interpretation of this Agreement.

2.4 Unless the context otherwise requires, the singular shall include the plural and vice versa and any
word or words herein defined in the singular shall have a corresponding meaning if used in the plural
and vice versa.

2.5 Save as expressly provided in this Agreement, reference to any statute shall include reference to any
modification of it or any statutory provision substituted for it or any regulation, rule, by-law, order in
council or proclamation made thereunder or pursuant to it.

2.6 References to a Party include that Partys successors and permitted assigns.

2.7 In the event of conflict between:

(a) a Transaction Summary and this Part 2, the Transaction Summary shall prevail;

(b) this Part 2 and the Schedules, the Schedules shall prevail;

(c) this Part 2 and Incoterms, this Part 2 shall prevail.

(d) the Transaction Summary and the Schedules, the Transaction Summary shall prevail.

2.8 All Transactions are entered into in reliance on the fact that they form part of a single agreement
between the Parties (irrespective of which Party is Seller or Buyer).

3. Obligations

3.1 In relation to each Transaction:

(a) Seller agrees to sell and deliver to Buyer; and

(b) Buyer agrees to purchase and take delivery from Seller of

each Shipment to be delivered during each Delivery Period for such Transaction at the Delivery Point
on the terms and conditions set out in this Agreement.

3.2 The Parties shall prior to the first Transaction under this Agreement agree by Notice in Writing any
Performance Assurance required between them but without prejudice to the Parties rights to require
Performance Assurance or a higher level of Performance Assurance pursuant to clause 14.1

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3.3 If Seller is purchasing the Shipment from, or Buyer is itself selling the Shipment to, any third party,
Seller or Buyer (as the case may be) undertakes to pass on to such third party any communication
given to it in accordance with this Agreement as expeditiously as possible and in any event on the day
of receipt unless such communication is received after 4pm local time in which case said
communication shall be forwarded by 10am local time on the next day (other than Saturday and
Sunday) on which local banks are generally open for business.

3.4 Local Rules shall be adhered to by Buyer and Seller in the performance of this Agreement. If and to the
extent that a conflict arises between this Agreement and any Local Rules, the latter shall take
precedence.

3.5 Time shall be of the essence for the purposes of this Agreement.

4. Representations, Warranties and Undertakings

4.1 On the date of each Transaction (and while any or all of the obligations required to be performed by it
remain to be performed) each Party represents, warrants and undertakes to the other that:

4.1.1 the entry into and performance of the Transaction have been duly authorised by all necessary
corporate or other organisational actions on its part and do not violate or conflict with any law,
statute, rule, regulation or judgment to which it is subject; and

4.1.2 it is entering into the Transaction as principal and is acting for its own account (unless
otherwise stated in the Transaction Summary); and

4.1.3 it shall procure any and all necessary governmental and other third party permits, approvals
and licenses required to be procured by it in connection with the execution, delivery and
performance of the Transaction; and

4.1.4 save for the representations and warranties made in this clause 4, it has not entered into the
Transaction or this Agreement in reliance on any warranty or representation made by the
other Party or its employees or agents; and

4.1.5 this Agreement contains the entire understanding of the Parties to the exclusion of any and all
prior agreements or understandings whether oral or written, save for any written agreements
or side letters between the Parties which are entered into in contemplation of this Agreement,
expressly refer to this Agreement and document the basis on which the Parties are willing to
enter into this Agreement; and

4.1.6 any Vessel which it nominates for Transactions under this Agreement is and shall at all
relevant times be entered with a P&I Club and will at all relevant times comply with all rules,
regulations and directions applicable at the Delivery Point.

5. Financial Settlement

5.1 In relation to any Transaction, the Parties may mutually agree to settle their obligations in respect of
part or all of the Quantity in a given Delivery Period by financial means provided both Parties agree to
do so and enter into a Financial Settlement Agreement in the form of Appendix 2 hereof by no later
than 45 days unless otherwise agreed prior to the commencement of the Delivery Period.

6. Nominations

6.1 With exception to Schedules A and B and F, if Buyer or Seller requests a change to the Laycan,
consent to such request shall not be unreasonably withheld or delayed by the non-requesting Party
provided that such request is for a change of Laycan commencing within the Delivery Period and the
Cancelling Day of the revised Laycan is not later than the third (3rd) day following the end of the
Delivery Period.

6.2 Where the relevant government, local or port authorities at the Delivery Point reject a Vessel pursuant
to the rules and regulations according to which they are required to operate, any notice of such
rejection shall be deemed to have been given to Buyer (or, where DES or DAP terms apply, Seller).

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Notwithstanding anything to the contrary expressed or implied in this Agreement, Seller (or, where
DES or DAP terms apply, Buyer) shall not be liable for the consequences of the Vessel being rejected
by such authorities. Seller (or, where DES or DAP terms apply, Buyer) may not unreasonably withhold
acceptance of a Vessel and may only reject the Vessel by Notice in Writing to be received by Buyer (or
where DES or DAP terms apply, Seller) within two (2) Working Days of nomination pursuant to the
relevant Nomination paragraphs set out in the schedules (as the case may be). If such Notice in
Writing to reject the Vessel is not received by Buyer (or where DES or DAP terms apply, Seller) within
(2) Working Days of nomination pursuant to the relevant Nominations paragraphs set out in the
Schedules (as the case may be) then the nomination will be deemed to be accepted. If a Vessel
nomination is due to be made on a day which is not a Working Day then the Vessel nomination will be
made on the first prior Working Day.

6.3 Subject to clause 6.4, a Party shall be entitled to reject the nomination of a Vessel if:

6.3.1 the Vessel is named on the list of Special Designated Nationals and Blocked Persons (the
SDN List) as published and amended from time to time by the U.S. Treasury Departments
Office of Foreign Assets Control (OFAC); or

6.3.2 without limitation to clause 6.3.3, the Vessels registered owner is named on the SDN List;
or

6.3.3 the Vessel is owned, chartered, operated or controlled by any person or entity named on the
SDN List; or

6.3.4 the Vessel is flagged or registered by a country that is subject to the U.S. sanctions laws
administered by OFAC from time to time (the U.S. Sanctions) and acceptance of the Vessel
nomination would constitute a violation of US Sanctions; or

6.3.5 the Vessel is owned or chartered by a person or entity that is registered, constituted or
organised in, or that is a citizen or resident of or located in, a country that is subject to the US
Sanctions and acceptance of the Vessel nomination would constitute a violation of US
Sanctions; or

6.3.6 acceptance of the Vessel by the Party to whom the vessel has been nominated (Accepting
Party) would constitute a violation of any sanctions laws of the United Nations, the United
Kingdom, the European Union, Australia, or Switzerland or, without limitation to sub clauses
6.3.1, 6.3.2, 6.3.3, 6.3.4, or 6.3.5, the United States of America, by the Accepting Party, as if it
were subject to such sanctions laws, all as amended from time to time

In the event the Accepting Party rejects a Vessel pursuant to this clause 6.3, such rejection notice shall
be given to the nominating Party in accordance with the relevant provisions of clause 6.2. In addition
to the requirements of clause 23, any notice of rejection given by the Accepting Party pursuant to this
clause 6.3 shall identify which of the above grounds of rejection are being relied upon. Additionally, in
the case of reliance on sub-clauses 6.3.2, 6.3.3, 6.3.4 or 6.3.5 the person or entity on the SDN List
and said to be connected with the Vessel in the relevant sense shall be identified in the notice of
rejection. In the case of reliance on sub-clause 6.3.6, the relevant sanctions law shall be identified in
the notice of rejection together with an explanation as to why acceptance of the Vessel would
constitute a violation of such sanctions laws by the Accepting Party.

6.4 For the avoidance of doubt, the service of a notice of rejection pursuant to clause 6.3 does not of itself
entitle the rejecting party to treat the Transaction as terminated and will not constitute a breach of the
Transaction. If a valid notice of rejection is served, the nominating party shall nominate a substitute
vessel within two Working Days of receipt of the rejection notice without prejudice to the other terms
and provisions of SCoTA which shall remain unaffected, including but not limited to the Delivery Period
and Seller and Buyer Nomination Days.

6.5 If a Transaction occurs within 10 days of the end of a Delivery Period, then the Laycan shall default to
being the balance of the relevant Delivery Period unless otherwise mutually agreed. Buyer and Seller
shall follow the nomination process as described in clause 6 and the relevant nomination provisions in
the Schedules.

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7. Laytime and Demurrage

7.1 If the date and time of the Transaction pursuant to which a Shipment is being made falls any time after
the commencement of the Laycan but before the end of the Delivery Period, and unless mutually
agreed otherwise by the Parties, Seller shall not be obliged to commence loading (or where DES or
DAP terms apply, Buyer shall not be obliged to commence unloading) on a Spot Basis at least
twenty-four (24) hours after having entered into the Transaction.

7.2 Where the relevant authority at the Delivery Point is operating a VAS then clause 7.2.2 will apply,
otherwise, in all other circumstances, paragraph 7.2.1 will apply:

7.2.1 the Vessel may tender its NOR to the relevant authority at the Delivery Point upon arrival at the
Delivery Point, or if berth or loading anchorage is occupied or unavailable, at the designated
waiting point. At the discretion of the relevant authority at the Delivery Point, the NOR may be
accepted subject to the NOR being tendered within the agreed Laycan and the Vessel being in
all respects ready to load (or, where DES or DAP terms apply, unload), in Free Pratique and
customs cleared. If prior to commencement of loading (or where DES or DAP terms apply,
unloading), the Vessel is found not to be ready in all respects,the NOR may, at the discretion
of the relevant authority at the Delivery Point, be deemed invalid and any time already counted
toward Laytime or Turntime shall be re-set and the Vessel shall re-tender its NOR.

7.2.2 the relevant authority will issue a NAT. If prior to the commencement of loading the Vessel is
found not to be ready in all respects, then any time already counted toward Laytime or
Turntime between the time of discovery that the Vessel is not ready in all respects until the
time that the Vessel becomes ready will not be counted towards Laytime or Turntime

7.3 If: (i) the Vessel does not tender a NOR deemed valid by the relevant authority at the Delivery Point, or
(ii) in the case the relevant authority at the Delivery Point operates a VAS, the Vessel does not receive
a NAT before expiry of the Cancelling Day, Seller shall advise Buyer (or where DES or DAP terms
apply, Buyer shall advise Seller) promptly by Notice in Writing of its decision, in its absolute discretion,
to:

7.3.1 treat the Buyer (or, where DES or DAP terms apply, Seller) as having failed to take or make (as
the case may be) delivery in which case the remedy shall be as set out in clause 15.1; or

7.3.2 arrange a later Shipment at a mutually agreed spread of Laycan; or

7.3.3 load (or, where DES or DAP terms apply, unload) the Shipment on a Spot Basis;

and if Seller elects to deliver (or, where DES or DAP terms apply, Buyer elects to receive) the
Shipment in accordance with clause 7.3.3. or paragraph 2.3 of Schedule A or paragraph 2.2 of
Schedule B or F as applicable, time towards Laytime shall commence at the actual commencement of
loading (or, where DES or DAP terms apply, unloading).

7.4 Subject to paragraph 2.7 of Schedule B and F, paragraph 2.6 (d) of Schedules C, D, E, , I, J and
paragraph 3.4 (b) of Schedules G, H and K as applicable, the Laytime allowed for loading (or, where
DES or DAP terms apply, unloading) of a Shipment shall be the number of hours or part thereof
calculated by dividing the tonnage of the Shipment (expressed in Metric Tonnes) by the relevant Cargo
Handling Rate expressed in Metric Tonnes per hour.

7.5 Time toward Laytime and/or Demurrage ceases to count upon completion of loading (or, where DES
or DAP terms apply, unloading) of the Shipment on (or, where DES or DAP terms apply, from) the
Vessel and removal of cargo handling equipment and personnel and performance of the draught (or
equivalent gauge) survey pursuant to clause 10.1

7.6 Demurrage, if any, shall be paid to Buyer by Seller (or, where DES or DAP terms apply, to Seller by
Buyer) inclusive of paragraph 2.4 in Schedules A and B and F as applicable.

7.7 Despatch, if any, shall be paid to Seller by Buyer (or, where DES or DAP terms apply, to Buyer from
Seller).

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8. Delivery

8.1 Each Partys rights and obligations in relation to a Transaction shall be in accordance with Incoterms
2000 unless otherwise provided in the Transaction Summary or in this Agreement.

8.2 Seller shall load (and where the RSS is FAS INDO, Buyer shall load and where the RSS is ARA and
DES or DAP terms apply, Buyer shall unload) the Shipment at the Delivery Point in compliance with
the IMO Code of Safe Practice for Solid Bulk Cargoes, 1998 edition, as revised from time to time, and
all applicable laws, regulations and standards from time to time issued by any relevant governmental
or other statutory body or authority. Seller shall load the Shipment spout or grab trimmed (as the
case may be) and any additional or manual trimming shall be for the account of the Vessel owner.

8.3 Seller (or, where the RSS is DES ARA, DAP ARA or FAS INDO, Buyer) shall appoint and pay the
stevedore at the Delivery Point.

8.4 The master of the Vessel shall have the right to refuse to accept for loading all or any coal which, in the
reasonable opinion of the master of the Vessel, constitutes a risk to the safety of the Vessel.

8.5 Where Buyer pays any costs attributable to Seller (as determined by reference to Incoterms 2000),
such costs shall be converted to USD at the relevant exchange rate published in the Financial Times
on the bill of lading date or the nearest Working Day and may be deducted from payment due pursuant
to clause 13 and paragraph 4 of Schedules C, I, and J, paragraph 5 of Schedules A, B, D, E, F and K
, paragraph 6 of Schedules G and H as applicable.. Where Seller pays any costs attributable to Buyer,
the same shall apply save that such costs shall be added to payment due under pursuant to clause 13
and paragraph 4 of Schedules C, I, and J, paragraph 5 of Schedules A, B, D, E, F and K , paragraph 6
of Schedules G and H as applicable.

9. Title and Risk

9.1 It shall be a condition that at the time of delivery, the Seller will have good title to the Shipment and a
condition that Seller will deliver the Shipment to Buyer free and clear of all liens, claims and
encumbrances.

9.2 Title and all risk of loss or damage to the Shipment shall pass to Buyer as the Shipment passes
progressively over the rail of the Vessel at the Delivery Point. Where DES ARA or FAS INDO terms
apply, title and risk shall pass when the ship is alongside at the Delivery Point and has been presented
to Buyer by Seller for unloading or loading as applicable. Where DAP ARA terms apply, title and risk
shall pass when the ship is placed at the disposal of the Buyer for unloading at the Delivery Point.
Where the Shipment is to be delivered to a stockpile under FOB Barge terms then title and risk shall
pass when the Shipment is delivered to the stockpile at the Delivery Point.

10. Weighing/Sampling/Analysis

10.1 A draught (or equivalent gauge) survey of the Shipment shall be performed at the Delivery Point by an
independent marine surveyor selected by mutual agreement of Buyer and Seller (or where DES or
DAP terms apply, selected in accordance with paragraph 1.3 (e) of Schedules B and F) and appointed
by and paid for by Seller. Any draught survey shall be performed according to the methodology
typically used for coal at the Delivery Point and all liquid densities for the calculation of weight shall be
weight in air. The surveyor shall issue a Weight Certificate, which shall be final and binding on the
Parties, except in the case of fraud or manifest error.

10.2 The conformity of each Shipment with the Specification shall be assessed by the Primary Laboratory
by analysis of a sample or samples to be taken during loading (or where DES or DAP terms apply,
unloading) in accordance with the Standard at the Delivery Point by the Primary Laboratory using,
where available, a mechanical sampler.

10.3 Each sample taken by the Primary Laboratory pursuant to clause 10.2 and paragraph 5.2 Schedules G
and H and paragraph 4.1 of Schedules D, E, F as applicable shall be split into parts as follows:

10.3.1 one to be forwarded for Primary Analysis;

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10.3.2 one to be kept as a Referee Sample; and

10.3.3 where Buyer has so requested in advance by Notice in Writing, one which shall be forwarded to
Buyer at Buyers expense.

10.4 Seller shall procure that the Primary Laboratory shall issue to Buyer and Seller a Primary Analysis
Certificate not later than five (5) Working Days after sampling pursuant to clause 10.2 and paragraph
5.2 Schedules G and H and paragraph 4.1 of Schedules D, and E as applicable or where the RSS is
NEWC, NEWCF or NCIG, not later than three (3) Working Days after sampling pursuant to paragraph
5.2 of Schedules G and H as applicable.

10.5 Within five (5) Working Days of receipt of the Primary Analysis Certificate or the Sublot Analysis
Certificate, either Party (the Challenging Party) may, by Notice in Writing to the other, challenge any
value contained in the Primary Analysis Certificate or the Sublot Analysis Certificate and elect that the
Referee Sample be submitted to the Referee Laboratory for prompt issuance of a Referee Analysis
Certificate showing such values as are disputed by the Challenging Party. Any value shown in the
Primary Analysis Certificate or Sublot Analysis Certificate which is not so challenged shall become a
Binding Result. If the difference between the result of the Primary Analysis Certificate or Sublot
Analysis Certificate and the Referee Analysis Certificate:

10.5.1 is not within the tolerances allowed by the Standard, the result of the Referee Analysis
Certificate shall become the Binding Result; or

10.5.2 is within the tolerances allowed by the Standard, the result of the Primary Analysis Certificate or
Sublot Analysis Certificate shall become the Binding Result.

10.6 The cost of the Referee Laboratory shall be borne by the Challenging Party.

10.7 At its expense, Buyer has the right to have a representative present at the Delivery Point to observe
the weighing and sampling of the Shipment.

11. Quality and Contamination

11.1 In the event that a Shipment is not Contamination-Free, Buyer shall not be entitled to reject the
Shipment but Seller shall reimburse to Buyer all reasonably incurred direct expenses arising from the
removal of the extraneous material from the Shipment in order to render it Contamination-Free. Direct
expenses shall also include the cost to repair any damage caused to any Coal conveyance or Vessel
at the Delivery Point by the carriage of Coal that is not Contamination-Free. For the purposes of this
clause 11.1 direct expenses shall be treated as reasonably incurred if Buyer has acted in good faith
and has used reasonable endeavours to mitigate such expenses.

11.2 If the Binding Results show that the Shipment does not comply with the Specification, the Parties shall
use all reasonable endeavours to mutually agree in good faith a fair and reasonable adjustment to the
Base Price for the purposes of determining the Final Price in relation to the Shipment.

11.3 Where the Parties are unable to agree an adjustment in accordance with clause 11.2 within three (3)
Working Days of determination of the Binding Results or if the Shipment cannot reasonably be
de-contaminated under clause 11.1, the Buyer shall promptly notify Seller by Notice in Writing whether
it wishes to reject or accept the Shipment, as follows:

11.3.1 to reject the Shipment provided that Buyer shall have no right to reject the Shipment where
Buyer has elected to load (or where DES or DAP terms apply, unload) the Shipment such that
it becomes mixed with coal not forming part of the Shipment and cannot readily be discerned
from such coal or

11.3.2 to accept the Shipment, in which case adjustment of the price shall be referred to an Expert in
accordance with clause 18, who shall determine the Final Price.

11.3.3 For the avoidance of doubt, the Buyer cannot reject or accept part of the Shipment only in
accordance with this Clause 11.3. Notwithstanding if part of the Shipment has become mixed

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with coal not forming part of the Shipment and cannot readily be discerned from such coal,
alternatively, if part of the Shipment has been consumed, (Mixed Or Utilised Coal) and the
Binding Results for the Shipment show that the Shipment is capable of rejection then the
Mixed Or Utilised Coal shall be financially settled as per clause 11.2 and the remainder of the
Shipment may be rejected.

11.4 After the Vessel has loaded or unloaded at the Delivery Point, Seller shall at its expense, promptly
after request by Notice in Writing from Buyer, supply to Buyer the following information in accordance
with the Standard and which shall be representative of the Shipment as a whole:

11.4.1 inherent moisture (air dried basis);

11.4.2 hydrogen (dry basis);

11.4.3 nitrogen (dry basis);

11.4.4 chlorine (dry basis);

11.4.5 boron (dry basis);

11.4.6 fluorine (dry basis);

11.4.7 ash fusibility test (deformation, hemisphere and flow temperatures) under a reducing
atmosphere; and

11.4.8 full ash analysis (dry basis).

12. Rejection of the Shipment

12.1 If Buyer rejects a Shipment pursuant to clause 11.3.1:

12.1.1 Buyer shall not be liable to make payment pursuant to clause 13; paragraph 4 of Schedules C,
I, and J, paragraph 5 of Schedules A, B, D, E, F and K, paragraph 6 of Schedules G and H as
applicable.

12.1.2 if Buyer has already paid for the Shipment, Seller shall refund the amount paid within 3 (three)
Working Days upon receipt of a Notice in Writing of rejection by Buyer;

12.1.3 title to and risk in the Shipment shall revert to Seller on rejection;

12.1.4 disposal of the Shipment shall be for Sellers account; and

12.1.5 Seller shall indemnify and hold harmless Buyer in respect of all direct and proven liabilities,
losses, costs, expenses, claims, demands or proceedings suffered or incurred by Buyer as a
direct result of the valid rejection of a Shipment.

12.1.6 When the RSS is ARA or FAS INDO and the coal has been delivered to the Buyer, which does
not conform to the specification in the RSS and the coal cannot be physically rejected due to
logistical issues, the Seller shall be responsible for the full costs of removal of the Shipment
from the Buyers designated facilities unless otherwise agreed.

13. Price, Payment, Netting and Close-Out

13.1. All payments due in respect of Transactions or otherwise pursuant to this Agreement shall be paid in
USD.

13.2 The amount payable by Buyer for a Shipment shall be the Final Price multiplied by the weight of the
Shipment (as determined in accordance with clause 10 and paragraph 4.1 of Schedules A, B, D, E,
and F, paragraph 5.1 and 5.2 of Schedules G and H, paragraph 5 of Schedule A, B, D, E, F, K and
paragraph 4 of Schedules C, I, and J, and paragraph 6 of Schedules G and H as applicable).

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13.3 Upon receipt of the Primary Analysis Certificate, Seller shall issue a signed commercial invoice (or a
signed provisional invoice if Seller reasonably considers it is not feasible to submit a signed
commercial invoice) for the amount payable for the Shipment (calculated in accordance with clause
13.2) showing the basis on which the amount payable for the Shipment has been calculated. If Seller
issues a signed provisional invoice the published relevant index price for the week prior to the latest bill
of lading date (or where DES or DAP terms apply, the week prior to completion of cargo discharge in
accordance with the Statement of Facts) shall be used as a basis price unless agreed otherwise. The
signed provisional invoice shall be amended by issuance of a signed commercial invoice by the Seller
no later than 10 Working Days after the publication of the relevant index reflecting the original amount
paid by the Buyer and the net amount owing or due to the Buyer as a result of the difference between
the original amount and the final index price amount unless otherwise agreed. Any reconciliation
payment must be made within 3 Working Days following Buyers receipt of the signed commercial
invoice.

13.4 If either Party rejects the Primary Analysis Certificate and elects that the Referee Sample be submitted
for analysis pursuant to clause 10.5, Sellers invoice issued in accordance with clause 13.3 shall
remain valid. However, if the Referee Analysis Certificate contains values that become Binding
Results pursuant to clause 10.5, Seller shall issue a further invoice or a credit note (as appropriate) to
account for any difference between the amount of the invoice issued pursuant to clause 13.3 and the
amount payable for the Shipment based upon the Final Price calculated in accordance with paragraph
5 of Schedules A, B, D, E, F K , paragraph 4 of Schedules C, I, and J, paragraph 6 of Schedules G and
H as applicable but using the results of any Binding Results arising from the Referee Analysis
Certificate. Nothing in this clause 13.4 shall affect Buyers rights of rejection pursuant to clause 11.3
should the Primary Analysis Certificate results fall outside of the RSS.

13.5 Subject to clause 13.9 Buyer shall make payment to Sellers Account on or before the fifth (5th)
Working Day following receipt by Buyer of the following original documents or facsimile or
electronically transmitted copies thereof:

13.5.1 Sellers signed commercial invoice or signed provisional invoice prepared in accordance with
clause 13.3.

13.5.2 A full set of clean free on board bills of lading showing the quantity of each parcel making up
the Shipment (three originals and three non-negotiable copies to be processed in accordance
with clause 13.6)

13.5.3 Weight Certificate (one original and one copy to be processed in accordance with clause 13.6
and paragraph 6.2 of Schedules G and H as applicable and where DES ARA or DAP ARA
terms apply, this shall be provided by Seller to Buyer);

13.5.4 Certificate of Origin (one original and one copy to be processed in accordance with clause
13.6;

13.5.5 Primary Analysis Certificate signed and issued by the Primary Laboratory pursuant to clause
10.4 (one original and one copy to be processed in accordance with clause13.6; where DES
ARA or DAP ARA terms apply this shall be provided by Seller to Buyer)

13.6 Seller shall courier the original documents and copies thereof referred to in clause 13.5 directly to
Buyer (or where Buyer has on-sold the Shipment, the party specified by Buyer to Seller by Notice in
Writing) within five (5) days of the relevant document being received by Seller.

13.7 If a Party in good faith disputes the accuracy of any invoice, it shall make payment of any undisputed
amount on or before the due date and shall give Notice in Writing of the amount and reasons for the
dispute to the other Party. The Parties shall seek to settle the disputed amount as soon as reasonably
possible. Any payment agreed as a result of the resolution of such dispute shall be made within three
(3) Working Days of such resolution.

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13.8 Any delay by Buyer in making any payment due under this Agreement by the due date shall result in
interest at a rate of LIBOR plus 2.0% being applied to any outstanding amount until such amount,
together with applicable interest, is received by Seller.

13.9 If on any given date the Parties are required to make payments to one another in respect of more than
one Transaction or otherwise pursuant to any version of a Standard Coal Trading Agreement
published from time to time by Global Coal Limited; then all payments owing by one Party to the other
shall be aggregated and the Party owing the greater aggregated amount, if any, shall pay to the other
Party the difference between the amounts owed. Each Party reserves to itself all rights, setoffs,
counterclaims and other remedies which such Party has or may be entitled to arising from or out of this
Agreement, whether by operation of law or otherwise.

13.10 If it is found that any Shipment forms part of a series of shipments in any given Delivery Period which
can be shown by any party to form a continuous circle of such shipments (a Circle), the Parties
hereby express willingness to consider entering into a Close-Out Agreement provided always that
each party in the Circle has given or gives a similar undertaking, it being always understood that each
Party hereto retains all rights to decline to enter into a Close-Out Agreement in its sole discretion and
without any obligation to give any reasons for its action. Any such Close-Out Agreement shall be
agreed and executed no later than 15 (fifteen) days prior to the first day of the Delivery Period to which
the Close-Out Agreement relates. The Parties may mutuallyagree to submit details of their current
Transactions (or other transactions which may form part of a Circle) on a monthly basis to globalCOAL
via e mail to frontoffice@globalcoal.com in order that globalCOAL may examine the current
Transactions of all Parties internally and identify any Circle which may potentially be subject to a
Close Out Agreement.

14. Performance Assurance and Credit

14.1 A Party (the Unsecured Party) may, if at any time the Unsecured Party believes in good faith that a
Material Adverse Change has occurred in respect of the other Party or its Credit Support Provider,
require by Notice in Writing that the other Party provide or increase its level of Performance Assurance
to such extent and in such form as is satisfactory to the Unsecured Party (acting reasonably and in
good faith).

14.2 The Unsecured Party may suspend deliveries or receipts hereunder or terminate (in accordance with,
and subject to the provisions of clause 16.1) this Agreement if the other Party fails to provide the
required Performance Assurance within three (3) Working Days of a Notice in Writing being given
pursuant to clause 14.1.

15. Failure to Deliver or Take Delivery

15.1 In the absence of agreement to the contrary:

15.1.1 Unless excused by Buyers failure to perform, if Seller fails to deliver all or part of the Quantity
(only taking into account the Shipping Tolerance to the extent that the benefit thereof has been
taken and declared in accordance with clause 15.2 and paragraph 6.1 of Schedules A, B and
F) in the relevant Delivery Period pursuant to a Transaction in accordance with this Agreement
(a Sellers Deficiency), Seller shall pay Buyer, on the date delivery would otherwise be due
to Buyer, an amount for each tonne of the Sellers Deficiency equal to the positive difference,
if any, obtained by subtracting the Base Price from the Replacement Price. Replacement
Price means the price at which Buyer, in view of its obligation to take any and all reasonable
steps to mitigate its losses and always acting in a commercially reasonable manner,
purchases substitute Coal in an amount and quality and on the same Delivery Basis
equivalent to the Sellers Deficiency (plus incremental costs, including without limitation
additional transport charges, if any, incurred by Buyer to or at the Delivery Point or incurred by
Buyer as a result of taking delivery of substitute Coal at a location other than the Delivery
Point) or, absent a purchase, the market price for such quantity and quality of Coal, on the
same Delivery Basis at such Delivery Point, as determined by Buyer in a commercially
reasonable manner.

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15.1.2 Unless excused by Sellers failure to perform, if Buyer fails to take delivery of all or part of the
Quantity (only taking into account the Shipping Tolerance to the extent that the benefit thereof
has been taken and declared in accordance with clause 15.2 and paragraphs 6.1 of schedule
A & B) in the relevant Delivery Period pursuant to a Transaction in accordance with this
Agreement (a Buyers Deficiency), Buyer shall pay Seller, on the date payment would
otherwise be due, an amount for each tonne of the Buyers Deficiency equal to the positive
difference, if any, obtained by subtracting the Sales Price from the Base Price. Sales Price
means the price at which Seller, in view of its obligation to take any and all reasonable steps to
mitigate its losses and always act in a commercially reasonable manner, resells (if at all) the
Buyers Deficiency (including incremental costs, including without limitation additional
transport charges, if any, incurred by Seller to the Delivery Point or incurred by Seller as a
result of delivering coal at a location other than the Delivery Point), or, absent a resale, an
amount equal to the market price for such quantity and quality of Coal and on the same
Delivery Basis at such Delivery Point as determined by Seller in a commercially reasonable
manner.

15.1.3 The provisions of this clause 15.1 shall not apply to the extent that the failure of Buyer or Seller
to comply with this Agreement is caused by Force Majeure.

15.1.4 The provisions of this clause 15.1 shall be the sole and exclusive remedy of the aggrieved
Party for failure to deliver or take delivery (as the case may be) and all other damages and
remedies are hereby waived in respect of such failure.

15.2 For the purposes of clause 15.1, a Party may only take the benefit of a Shipping Tolerance to
the extent that the master of the Vessel concerned has taken the benefit thereof and declared
the extent to which it has done so at the time of, or as soon as reasonably practicable after,
loading unless the RSS is DES ARA or DAP ARA then the terms of paragraph 6.1 of Schedule
B or F (as applicable) shall apply.

16. Remedies in respect of an Event of Default

16.1 If an Event of Default occurs with respect to a Party at any time during the term of this Agreement, the
other Party (Non-Defaulting Party) shall be entitled to require the Defaulting Party by Notice in
Writing to remedy the Event of Default within five (5) (or, in respect of failure by the Defaulting Party to
make, within the time allowed under this Agreement, any payment required in respect of a
Transaction, or otherwise pursuant to this Agreement, three (3)) Working Days of such Notice in
Writing being given. If the Defaulting Party fails to do so, then so long as the Event of Default is
subsisting, uncured and unwaived at the time of giving notice, the Non-Defaulting Party may, in its sole
discretion, terminate all Transactions (but not some only) by giving Notice in Writing to the Defaulting
Party and specifying a date (which date shall be no earlier than the date that such notice is given to the
Defaulting Party and no later than twenty (20) Working Days thereafter) (Early Termination Date)
after which no further payments or deliveries shall be required to be made in respect of the terminated
Transactions, and instead one Party shall pay an amount calculated in accordance with this clause 16
(Termination Amount) to the other Party within seven (7) Working Days of its notification by Notice
in Writing to the Defaulting Party.

16.2 On or as soon as is reasonably practicable after the Early Termination Date the Non-Defaulting Party
shall calculate the Termination Amount in accordance with the following provisions of this clause 16,
and shall provide the Defaulting Party with a statement showing the quantum of the Termination
Amount, its method of calculation and including all relevant quotations used therein.

16.3 A transaction settlement (Transaction Settlement) for each Transaction shall be calculated by the
Non-Defaulting Party as an amount (which may be positive or negative) equal to (i) the sum of the Loss
(which may be a positive or negative amount) and the Unpaid Amounts owing to the Non-Defaulting
Party, less (ii) the Unpaid Amounts owing to the Defaulting Party, in each case in respect of the
Transaction concerned. For this purpose:

16.3.1 The "Loss" in respect of a terminated Transaction is an amount which the Non-Defaulting Party
determines in a commercially reasonable manner (and taking into account the provisions of
clause 22.5) to be its total losses and costs (or gain, in which case the "Loss" is expressed as
a negative amount) resulting from the termination of the Transaction, including loss of bargain,

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cost of funding or, at the election of the Non-Defaulting Party, but without duplication, loss or
cost (including, but not limited to, all reasonable expenses, legal fees, brokerage fees and
commissions) reasonably incurred as a result of its terminating, liquidating or re-establishing
any related trading position (including any arrangement whereby it has hedged its obligations
under the Transaction) or entering into new arrangements which replace the Transaction or
preserve for the Non-Defaulting Party the economic benefit thereof (or, as the case may be,
any resulting gain). Loss does not include any Unpaid Amounts. The Non-Defaulting Party
shall determine the Loss as of the Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. The Non-Defaulting
Party may (but need not) determine the Loss by reference to quotations of relevant rates or
prices from one or more leading dealers in the coal markets.

16.3.2 The "Unpaid Amounts" in respect of a Transaction are those amounts which the
Non-Defaulting Party determines in good faith to be owing from one Party to the other as at the
Early Termination Date, being (i) sums which have become due for payment on or before the
Early Termination Date but which have not by that date been paid, (ii) sums payable in respect
of deliveries made on or before the Early Termination Date but in respect of which payment
has not become due by that date, (iii) sums payable in respect of a failure to deliver or take
delivery of all or part of a Shipment in accordance with this Agreement, to the extent that
payment of such sums has not become due by the Early Termination Date, and (iv) interest
payable on unpaid amounts. The value of Unpaid Amounts shall be:

(a) in the case of a payment due but not yet paid, the amount of such payment;

(b) in the case of a delivery made for which payment has not become due by the Early
Termination Date, an amount equal to such delivery's value in accordance with the terms of the
relevant Transaction;

(c) in the case of a failure to deliver or take delivery of all or part of a Shipment, payment in
respect of such failure not having become due by the Early Termination Date, the amount which would
have become payable pursuant to the relevant Transaction in respect of such failure; and

(d) in the case of interest on unpaid amounts, interest calculated in accordance with this
Agreement.

16.4 The Termination Amount shall be calculated as the sum of all Transaction Settlements (taking account
of whether they are positive or negative amounts) and any and all other amounts for which the Parties
are liable under or in connection with this Agreement (such amounts being expressed as positive
amounts where they are owed to the Non-Defaulting Party, and being expressed as negative amounts
where they are owed to the Defaulting Party). Where positive, the Termination Amount shall be paid by
the Defaulting Party to the Non-Defaulting Party, and where negative, the Termination Amount shall be
paid by the Non-Defaulting Party to the Defaulting Party.

16.5 For the purpose of calculating each Transaction Settlement, it shall be assumed that each of the
Parties (or its Credit Support Provider) has a credit rating of investment grade as defined by Moodys
Investors Service, Inc and by Standard & Poors Rating Group (a division of McGraw-Hill, Inc) or their
respective successors for the time being.

16.6 The Non-Defaulting Party may, at its option, set off the Termination Amount against any or all other
amounts owing (whether or not matured, contingent or invoiced) between the Parties under any other
agreements, instruments or undertakings between the Parties. This right of set off shall be without
prejudice and in addition to any right of set off, combination of accounts, lien, charge or other right to
which any Party is at any time otherwise entitled (whether by operation of law, by contract or
otherwise). If an amount is unascertained, the Non-Defaulting Party may in good faith estimate the
amount and set off and recoup in respect of that estimate. The Parties shall make any adjustment
payment required within three (3) Working Days of the amount becoming ascertained.

16.7 A Defaulting Party shall, on demand, indemnify and hold harmless the Non-Defaulting Party from and
against all reasonable out-of-pocket expenses, including legal fees and any stamp, registration,
documentation or similar tax or duty, incurred by the Non-Defaulting Party by reason of the

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enforcement and protection of its rights under this Agreement or any Credit Support Document or by
reason of the early termination of Transactions.

16.8 The rights of the Parties under this clause 16 shall apply without prejudice to any other rights of, or
remedies available to, the Non-Defaulting Party or any other right of set-off which either Party may
have whether by agreement, operation of law or otherwise. Nothing in this Agreement shall be
effective to create a charge or other security interest.

17. Force Majeure

17.1 Upon the occurrence of any event which affects or is likely to affect the ability of a Party to perform its
obligations under this Agreement, that Party shall give the other Notice in Writing thereof, which shall
include details of the event, and shall give further notices of any change in the situation as may be
appropriate from time to time.

17.2 In the event that a Party wishes to claim Force Majeure (the Affected Party) in accordance with
clause 17.3, it shall give notice to such effect to the other Party (the Non-Affected Party) as early as
practicable, which notice may be given orally and confirmed by Notice in Writing as soon as possible.

17.3 Neither Seller nor Buyer shall be liable in any way whatsoever for delay and/or failure to comply with
this Agreement (other than a failure to make any payment due under it) to the extent that and for as
long as such failure is caused by Force Majeure including the counting of Laytime provided that the
Affected Party:

17.3.1 is in good faith unable to perform such obligations by any reasonable substitute means;

17.3.2 continues to seek to remedy the cause of the Force Majeure or to avoid or minimise its effects;
and

17.3.3 has complied in substance with the notice requirements of clause 17.1.

17.4 The Non-Affected Party may take reasonable counter-measures in response to any notices received
under clauses 17.1 or 17.2 including, where such notice is given by Seller, the cancellation or
diverting by Buyer of its Vessels.

17.5 Where a Force Majeure event prevents Buyer or Seller from accepting or delivering a Shipment such
acceptance or delivery shall be suspended for the duration of such event provided that after the
expiration of sixty (60) days after notification pursuant to clause 17.2 (orally or otherwise), the
Shipment may be cancelled without penalty at the option of the Non-Affected Party.

17.6 Where a Force Majeure event prevents Buyer or Seller from accepting or delivering part of a
Shipment, the Non-Affected Party may elect in its sole discretion either:

17.6.1 to take or make delivery (as the case may be) of the unaffected part of the Shipment, in which
case the affected part shall be treated as if it were a separate Shipment to which clause 17.5
applies; or

17.6.2 to refuse to take or make delivery (as the case may be) of the unaffected part of the Shipment,
in which case clause 17.5 shall apply as if the Force Majeure event were preventing the
Affected Party from accepting or delivering (as the case may be) the entire Shipment.

17.7 Where:

17.7.1 the Affected Party is Buyer and by reason of Force Majeure is unable to meet its obligations to
take delivery of the entire Shipment as well as all quantities of coal to be delivered to it under
any other agreement it has entered into for the purchase of coal; or

17.7.2 the Affected Party is Seller and by reason of Force Majeure is unable to meet its obligations to
deliver the entire Shipment as well as all quantities of coal to be delivered by it under any other
agreement it has entered into for the sale of coal;

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and if the Non-Affected Party makes an election under clause 17.6.1, then the Affected Party
shall ensure that any reduction in Buyers purchases or Sellers deliveries (as applicable) in
the relevant Delivery Period under all such agreements (including this Agreement) shall be
allocated on a pro-rata basis between all such agreements (including this Agreement) and the
Affected Party shall provide reasonable proof to substantiate such allocation.

17.8 Failure for whatever reason

17.8.1 by Seller to deliver the Shipment due to failure of any supplier of the same to Seller, or

17.8.2 by Buyer to take delivery of the Shipment due to failure of any buyer of the same from Buyer

shall not constitute Force Majeure.

17.9 Notwithstanding the above, if the Vessel is already on Demurrage at the time of the Force Majeure
event occurring, Demurrage shall continue to run and be payable by Seller.

18. Disputes

18.1 The following matters shall be referred to an independent expert ("Expert") for determination: (i) any
dispute as to the adjustment which is to be made to the Base Price pursuant to clause 11.2 (if so
required pursuant to clause 11.3), (ii) any dispute as to whether a Replacement Price has been
properly determined in accordance with clause 15.1.1, (iii) any dispute as to whether a Sales Price
has been properly determined in accordance with clause 15.1.2, (iv) any dispute as to whether a
Termination Amount has been properly determined in accordance with clause 16, (v) any dispute in
relation to any other sum payable under any provision of the Agreement, (vi) any dispute in relation to
the selection of the Primary Laboratory or the Referee Laboratory, (vii) any dispute in relation to the
selection of the independent marine surveyor in accordance with clause 10.1, (viii) any dispute relating
to the basis of the Weight Certificate pursuant to paragraph 4.1 of Schedules A, B and F as applicable,
(ix) any dispute relating to whether expenses incurred pursuant to clause 11.1 are direct or
reasonable and (x) any other matter which the Parties agree should be referred to an independent
expert for determination.

18.2 Where, in relation to any matter referred to him, the Expert determines that any sum has not been
determined in accordance with the relevant provisions of the Agreement, the Expert shall have full
power to, and shall be required to, determine a replacement sum in accordance with the provisions of
the Agreement.

18.3 Where any matter is to be referred to an Expert, he shall be appointed by agreement between the
Parties.

18.4 Where the Parties fail to agree on the appointment of an Expert within 10 (ten) days of either Party
giving notification of its decision to refer the matter to an Expert, either Party (the Applicant) may
apply in writing to the London Court of International Arbitration (LCIA) to appoint an Expert enclosing
a copy of this Agreement and a brief statement describing the nature and circumstances of the dispute
for the purposes of selecting the Expert, with simultaneous copies of the same to the other Party.
Within 5 (five) days of the application being received, the other Party to this Agreement shall send to
the LCIA, with simultaneous copy to the Applicant, a reply to any matters raised by the Applicant in the
application. The LCIA shall endeavour to appoint an Expert or arbitrator (where applicable) as soon as
reasonably practical after receipt of both the application and reply.

18.5 Prior to appointment, the Expert or arbitrator (where applicable) shall agree with the Parties, in writing,
its terms of engagement, including fee rates, and shall sign a declaration to the effect that there are no
circumstances known to it likely to give rise to justifiable doubts as to its independence and impartiality.

18.6 The LCIAs charges shall be in accordance with its schedule of fees applicable to its acting as
appointing authority for arbitral appointments, as in force at the time of the Applicants application. The
costs of the LCIA and of the Expert in determining the matter or matters in question shall be shared
equally by the Parties unless otherwise determined by the Expert.

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18.7 The Expert shall in his determination aim to achieve the commercial intention of the Agreement and
the relevant Transaction in relation to matters referred to him. He shall act as an expert and not as an
arbitrator and shall give his determination in writing and, if practicable, within 30 days of the matter
being referred to him. In the absence of manifest error, the determination of the Expert shall be final,
conclusive and binding upon the Parties.

18.8 Apart from matters which are to be referred to an Expert pursuant to the foregoing provisions of this
clause 18, disputes or claims arising out of or in connection with a Transaction and/or this Agreement,
including any questions regarding its existence, validity or termination, shall be referred to the LCIA in
similar manner as per clause 18.4, with any arbitration to be heard in London in the English language
before three arbitrators.

18.9 Any decision (including a majority decision) arising from arbitration shall be binding on the Parties and
an appeal to the High Court under the provisions of the Arbitration Act 1996 is excluded.

19. Assignment or Novation

19.1 Subject to clause 19.2 neither Party shall assign, transfer, novate, encumber, create an interest in or
otherwise dispose of any rights or obligations under this Agreement without the prior consent of the
other Party by Notice in Writing, which consent shall not be unreasonably withheld or delayed.

19.2 Seller may assign, transfer, encumber or otherwise create an interest in any payment (Payment
Assignment) due to Seller pursuant to the Price, Payment, Netting and Close-out clause and
individual schedules (for the avoidance of doubt any Payment Assignment will never exceed the net
amount payable). Where a Payment Assignment would require Buyer to make any payment due
hereunder to a party other than Seller, Seller shall, by Notice in Writing, advise Buyer thereof prior to
issuance of Sellers commercial invoice pursuant to clause 13.3.

20. Agents

20.1 Each Party may by Notice in Writing to the other Party appoint an agent to perform all or any part of its
obligations under this Agreement provided that the Party appointing the agent shall, subject to the
provisions of this Agreement, remain liable for all of its obligations hereunder and shall be directly
responsible to the other Party in all respects for the acts of the agent. The expressions Buyer and
Seller in this Agreement shall be deemed to refer to Buyers agent and Sellers agent respectively
with respect to obligations and functions the agent is appointed to perform through the
above-mentioned procedures.

20.2 In the event of Part Cargoes and where the parties loading or unloading from a Vessel at the Delivery
Point so agree, the Major Shipper may perform certain obligations as agreed between such parties on
behalf of a Party and shall be deemed to be an agent in accordance with clause 20.1.

21. Confidentiality

21.1 In relation to any Transaction, the identity of the Parties are private and confidential to the Parties and
shall, save where disclosure is required by a regulatory governmental or judicial authority, not be
disclosed to third parties without the prior consent of the other Party given by Notice in Writing, which
consent shall not be unreasonably withheld or delayed.

22. Exclusion of certain Warranties and Conditions; Limitation of Liability

22.1 All warranties or conditions which would, but for these terms, be implied by statute or otherwise
(including, without limitation, any warranty or condition relating to description, satisfactory quality,
merchantability or fitness for purpose) are excluded to the extent permitted by applicable law.

22.2 Subject to clause 22.3 and save in respect of sums payable pursuant to clauses 12.1.5, 15.1 and 16
(and, for the avoidance of doubt, such sums shall not count towards the limit of liability set out in clause
22.2.2):

22.2.1 neither Party shall be liable for any of the following howsoever arising: loss of profit, business
interruption, loss of revenue, loss of contract, loss of goodwill, loss of production, loss of

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reputation, increased cost of working, any indirect or consequential loss, punitive damages,
exemplary damages or loss resulting from the other Party's liability to any other person arising
directly or indirectly from any failure or delay in performing any obligation pursuant to this
Agreement;

22.2.2 the aggregate liability of a Party in connection with any individual Transaction shall not exceed
an amount equal to the product of the number of Metric Tonnes per Delivery Period, the
number of Delivery Periods and the Base Price for the Transaction.

22.3 Nothing in this Agreement shall limit or exclude liability in respect of:

22.3.1 fraud;

22.3.2 death or personal injury caused by the other Partys negligence to the extent that liability in
respect thereof cannot be excluded under applicable law;

22.3.3 intentional or reckless default; or

22.3.4 gross negligence.

22.4 Each Party hereby confirms that the provisions of this clause 22 are reasonable in the light of the
business relationship existing with the other Party.

22.5 Neither Party shall be liable to the other (whether pursuant to an indemnity, in damages or otherwise)
in respect of any losses suffered by the other Party to the extent that such losses could have been
avoided by the other Party acting in a commercially reasonable manner to minimise its losses.

23. Notices and Communication

23.1 All notices given under this Agreement shall be given as Notices in Writing.

23.2 Each Notice in Writing shall be deemed given:

23.2.1 if sent by facsimile, telex, e-mail or other electronic means of communication, on receipt by the
sending Party of evidence that the communication has been transmitted in full to the receiving
Party; and

23.2.2 If sent by courier, two (2) Working Days after despatch thereof.

23.3 Each Party shall be entitled to record telephone conversations in connection with this Agreement and
such recordings may be used as evidence.

24. Waiver

24.1 Waiver of any breach of this Agreement shall not be construed as a waiver of any other breach.

25. Amendment

25.1 Amendments may be made to this Agreement including the terms applicable to any Transaction by
mutual agreement of the Parties, but shall only become binding by written agreement signed by each
of the Parties or upon receipt of duly authorised Notice in Writing to that effect to each Party from the
other.

25.2 If any provision of this Agreement is determined to be null and void or unenforceable such provision
shall be deemed to be severed, and the remaining provisions of this Agreement shall remain in full
force and effect.

26. Exclusion of Third Party Rights

26.1 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the
Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

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27. Governing Law

27.1 This Agreement and the rights and obligations of the Parties arising there from shall be governed by
and construed, enforced and performed in accordance with the laws of England, subject to the
following provisions of this clause 27 (including paragraph 7.1 of Schedules G and H and paragraph
6.1 of Schedule K as applicable).

27.2 If, at any point whilst this Agreement is governed by the laws of New South Wales pursuant to
paragraph 7.1 of Schedules G and H and paragraph 6.1 of Schedule K as applicable, a Transaction
specifying an RSS other than NEWC or NEWCF or NCIG is entered into, then this Agreement shall be
governed by and construed, enforced and performed in accordance with the laws of England, so that
the laws of England shall be the governing law for all of the Transactions under this Agreement,
including those existing and previous Transactions which had specified the RSS as NEWC or NEWCF
or NCIG and which had, by virtue of paragraph 7.1 of Schedules G and H and paragraph 6.1 of
Schedule K as applicable, previously been governed by the laws of New South Wales, subject to
clause 27.3.

27.3 In the event that one of the Parties gives a Dispute Notice (as defined in clause 27.5) at a time when
this Agreement is governed by the laws of New South Wales pursuant to paragraph 7.1 of Schedules
G and H and paragraph 6.1 of Schedule K as applicable then, unless otherwise agreed between the
Parties in accordance with clause 25.1, this Agreement shall continue to be governed by and
construed, enforced and performed in accordance with the laws of New South Wales until such time as
the dispute is resolved (whether by expert determination, arbitration or otherwise) notwithstanding the
Parties' entering into a Transaction specifying a RSS other than NEWC or NEWCF or NCIG after the
Dispute Notice is given.

27.4 If this Agreement is governed by the laws of New South Wales in the circumstances described in
clause 27.3, and the Parties enter into a Transaction specifying a RSS other than NEWC or NEWCF or
NCIG after the relevant Dispute Notice is given but before the dispute is resolved, then, from the time
at which the dispute is resolved, this Agreement shall be governed by and construed, enforced and
performed in accordance with the laws of England, as described in clause 27.2.

27.5 For the purposes of clauses 27.3 and 27.4 a "Dispute Notice" means:

27.5.1 In the case of expert determination pursuant to clause 18.1, the notification by one Party to
the other to refer a matter to an Expert, as referred to in clause 18.3;

27.5.2 In the case of arbitration pursuant to clause 18.8, the written request for arbitration sent by
either Party to the LCIA in accordance with the LCIA rules in force at the relevant time.

The UN Convention on Contracts for the International Sale of Goods (1980) shall not apply to this
Agreement.

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Schedule A: Standard Specification ARA


Origin In respect of each Shipment, one of South Africa (RB), Australia (AUS), Colombia
(COL), Poland (POL) or Russia (RUSS) or United States of America ("US" of
Central Appalachian origin and of substantially uniform quality) at the Sellers option,
but no synthetic fuels (synfuels), petroleum coke (petcoke) or pond fines. Shipments
may not comprise of coals from any other country or from two or more of the
aforementioned countries.
Delivery Point At Seller's option, any of the Amsterdam, Rotterdam or Antwerp bulk terminals having
sufficient ground storage capacity available for the entire Quantity of the Transaction.
Delivery Basis Delivery shall be on a FOB Buyers Barge basis unless otherwise mutually agreed in
accordance with paragraph 1.7 of this Schedule.
Shipping Tolerance +/- 3%
Specification Shipments must conform entirely to the quality specifications shown below:

For Shipments originating from: RB AUS COL POL RUSS US


1
Calorific Value (kcal/kg NCV) 6,000 6,000 6,000 6,000 6,000 6,000
12% 15% 14% 14% 14% 12%
Total Moisture (as received basis)
(max) (max) (max) (max) (max) (max)
22%
Volatile Matter (as received basis) 24% - 35% 31% - 37% 25% - 32% 26% - 35% 27% - 35%
(min)
15% 15% 11% 15% 15% 14%
Ash (as received basis)
(max) (max) (max) (max) (max) (max)
1% 0.75% 0.85% 1% 0.75% 1%
Sulphur (as received basis)
(max) (max) (max) (max) (max) (max)
2
HGI 45 70 45 70 45 70 45 70 45 70 45 70

Nominal Topsize 50 mm 50 mm 50 mm 50 mm 50 mm 50 mm
3 1,250 1,250 1,200 1,150 1,250 1,430
IDT (degrees celsius)
(min) (min) (min) (min) (min) (min)
12% 7%
Calcium Oxide in ash (dry basis)
(max) (max)

0.15%
Chlorine (as received)
(max)

1.
Calorific Value: Basis 6,000 kcal/kg NCV, minimum 5,850 NCV and with a price
adjustment as specified in paragraph 5.1 of this Schedule.
2.
Hardgrove Grindability Index: Typical, and not to be used for determining whether
or not a Shipment complies with the Specification, not to be taken account of in
determining any adjustment to the Base Price pursuant to clause 11.2 or 11.3, and not
to be used as grounds for rejection pursuant to clause 11.3.
3.
Fusibility of Ash (DT) [Ash Fusion Temperature (initial deformation)]: Measured
in degrees Celsius in a reducing atmosphere.
Cargo Handling For Vessels of 50,000 Metric Tonnes DWT or more, 25,000 Metric Tonnes per WWD
Rate SHINC. For Vessels of 49,999 Metric Tonnes DWT or less, 15,000 Metric Tonnes per
WWD SHINC.
Laycan the period specified in accordance with paragraph 1.3(c) of this Schedule.
Buyer Nomination Five (5) days, the information according to paragraph 1.6(a) of this Schedule (name
Days and DWT) to be given prior to the commencement of loading of each of Buyer's
Vessels.
Seller Nomination Ten (10) days.
Days
Turntime 6 hours

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1. Nominations

1.1 In respect of each Delivery Period, Seller shall give Notice in Writing to Buyer specifying the Origin of
each Shipment in accordance with the ARA RSS, and if available the Delivery Point, either:

(a) by no later than the Origin Nomination Date; or

(b) within twenty-four (24) hours of the making of a Transaction if the date and time of such
Transaction is after the Origin Nomination Date, and

where the Origin is specified at the making of a Transaction, Seller shall ensure that the Origin of each
Shipment as specified as per this paragraph 1.1 shall match that specified at the time of the Transaction.

1.2 Furthermore, in respect of each Delivery Period, Seller shall give Notice in Writing to Buyer in
accordance with paragraph 1.3 of this Schedule either:

(a) not less than the number of Seller Nomination Days prior to the commencement of the Delivery
Period; or

(b) within twenty-four (24) hours of the making of a Transaction if the date and time of such
Transaction falls less than the number of Seller Nomination Days prior to the commencement of the
Delivery Period.

1.3 Sellers Notice in Writing to Buyer shall specify:

(a) the Origin of each Shipment which shall match that notified in accordance with paragraph 1.1 of this
Schedule;

(b) the Delivery Point;

(c) a Laycan spread of 10 days falling wholly within the Delivery Period during which Seller shall be
obligated to commence loading of the Shipment at the Delivery Point;

(d) details of Sellers agent at the Delivery Point for the purposes of making delivery of the Shipment;

(e) whether the Shipment is to be delivered from Sellers stockpile or from Sellers Vessel; and

where the Shipment is to be delivered from Sellers Vessel,

(f) the name (or designation number), age, flag, and DWT of the Vessel being used by Seller to
transport the Shipment;

(g) the port of origin and date of loading of the Shipment at the port of origin;

(h) the ETA of Sellers Vessel at the Delivery Point, which date shall be not later than 48 hours from the
start of Laycan;

(i) the terms and rates of Demurrage or other similar payment that Seller may incur as a result of any
delay in the delivery of the Shipment from the Sellers Vessel: and

where the Shipment is to be delivered from a stockpile:

(k) the date of completion of each Shipment being placed onto such stockpile;

(l) provide a copy of the most recent stockpile analysis available which must in all cases have taken
place within the last 30 calendar days.

1.4 Seller or its agent shall keep Buyer informed of its estimate of the date and time delivery should
commence and, where the Shipment is to be delivered from Sellers Vessel, Seller shall inform Buyer

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of the ETA of such Vessel at the Delivery Point by Notice in Writing 7 days prior to ETA, 72 hours prior
to ETA, 48 hours prior to ETA and 24 hours prior to ETA, and procure that Sellers Vessel informs the
relevant authority at the Delivery Point of the same.

1.5 In respect of each Delivery Period, Buyer shall give Notice in Writing to Seller in accordance with
paragraph 1.6 and 1.7 of this Schedule (where applicable) either:

(a) not less than the number of Buyer Nomination Days prior to the ETA of Buyers first Vessel at the
Delivery Point; or

(b) within twenty-four (24) hours of the making of a Transaction if the date and time of such
Transaction falls less than the number of Buyer Nomination Days prior to the commencement of the
Delivery Period.

1.6 Buyers Notice in Writing to Seller shall specify:

(a) the name (or designation number) and DWT of each Vessel Buyer intends to use;

(b) the ETA of each Buyers Vessel at the Delivery Point, which date shall fall within the Laycan, unless
otherwise agreed by the Parties in writing;

(c) the terms and rates of Demurrage or other similar payment that Buyer may incur as a result of any
delay in the loading of the Shipment onto Buyers Vessels at the Delivery Point; and

(d) the details of Buyers agent at the Delivery Point

(e) the Buyers preference to take delivery into stock at the designated terminal, in which case
paragraph 1.6(a), 1.6(b), and 1.6(c) would not apply

(f) the level of Shipping Tolerance that the Buyer shall be exercising the benefit of when receiving
each Shipment,

1.7 If the Buyer elects to take delivery of the Shipment into stock, then the Seller shall be deemed to have
completed delivery of the Shipment once the Shipment has been delivered to stockpile at the Delivery
Point. All costs associated with storage of Shipment shall be for the Buyers account from the date
Delivery is completed. Any responsibility for the quality of the Shipment shall be passed to the Buyer
at the time of delivery. Any extra costs charged by the Terminal for taking Coal into stock shall be for
the Buyers account and shall be notified to Buyer by Seller following Buyers nomination of Coal to be
delivered into stock. If the Shipment has been placed on Sellers stockpile on behalf of Buyer then
Buyer must lift the Shipment from Sellers storage within 30 calendar days following the end of the
Delivery Period. In all cases where there is a delivery of a Shipment into a stockpile, the discharge
analysis of the Shipment shall be final and binding.

1.8 Once the nomination for each individual element of the nomination process has been made as per
paragraphs 1.1 through 1.6 of this Schedule, the Seller may not change its Origin nomination, the
Delivery Point and the Laycan, the Buyer may not also change the number of Shipments and its
Vessel nomination(s) after each of the above nominations have been given unless mutually agreed
between the Parties.

1.9 Notwithstanding anything to the contrary in this clause 1, either Party may request a change to the
Delivery Basis as per the ARA RSS, which request shall be sent in writing to the other Party by no later
than the number of Seller Nomination Days prior to the commencement of the Delivery Period. The
other Party shall not unreasonably withhold its agreement to any such request received within such
time period. The terms required to accommodate such change in the Delivery Basis shall be as
mutually agreed between the Parties.

1.9.1 Seller shall provide Buyer with loadport analysis if the Buyer so requests and shall not unreasonably
withhold such request. Such request shall be made only prior to the issuing of the Primary Analysis
Certificate at the Delivery Point. The loadport analysis shall have no bearing on the final and binding
Analysis taken at the Delivery Point.

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1.9.2 Notwithstanding Clause 11 if a Shipment is to be delivered from a stockpile as specified by either Party
in accordance with this Schedule A, then the Buyer shall have the right to reject the Shipment, if, based
on the most recent analysis of the relevant stockpile (which analysis must have taken place pursuant
to paragraph 1.3 (l) above and for which the costs and responsibility shall be for Sellers account), the
quality of the relevant stockpile does not meet the Specification of the Shipment in any respect. In any
event, Buyer shall have the right to reject any Shipment that has been stored on a stockpile for a period
of greater than 90 days prior to the end of the relevant Delivery Period. If any Shipment is rejected
pursuant to this paragraph 1.9.2, Seller shall nominate and deliver replacement Shipment within the
Delivery Period.

1.9.3. If a Shipment is to be delivered from a stockpile and such Shipment is not lifted from stock in the
relevant Delivery Period then Seller shall pay for and procure a stockpile sample to be taken and
analysed. The results of such analysis shall be the Primary Laboratory Analysis for the purposes of
Clause 10. The cost of storing the Coal on a stockpile after the Delivery Period shall be for Buyers
account. Such costs shall start to be incurred from the 1st day of the month following the Delivery
Period.

1.9.4 If Seller has nominated a Shipment to be delivered from a Vessel and Buyer has nominated for
delivery to be into barges, then any additional costs associated with completing delivery on a non
board-board basis following the Buyers failure to comply with the original nomination at paragraph 1.6
(e) herein shall be for Buyers account. If Seller has nominated a Shipment to be delivered from a
Vessel and Buyer has nominated for delivery to be into barges, then any additional costs associated
with the Seller completing delivery on a non board-board basis following the Sellers failure to comply
with the original nomination at paragraph 1.3 (e) herein shall be for Sellers account. Any such
additional costs may be invoiced separately after delivery is completed but in any case within 10
Working Days following the submission of the signed commercial invoice. This Clause shall be in
addition to and shall not prejudice the rights of either the Seller or the Buyer under Clause 15.

2. Laytime and Demurrage

2.1 If the Vessel tenders a NOR before the commencement of Laycan, time toward Laytime shall
commence at the earlier of:

2.1.1 the expiry of Turntime (Turntime starting at 0001AM local time on the first day of Laycan) and

2.1.2 the actual commencement of loading, in which case,

(a) prior to the expiry of Turntime (where Turntime starts at 0001AM local time on the first day
of Laycan); only time actually spent loading the Shipment shall count towards Laytime.

2.2 If the Vessel tenders a NOR during Laycan, time toward Laytime shall commence at the earlier of:

(a) six (6) hours after a valid NOR has been tendered; or

(b) the actual commencement of loading;

2.3 If the Vessel does not tender a NOR deemed valid by the relevant authority at the Delivery Point
before expiry of the Cancelling Day, Seller shall advise Buyer promptly by Notice in Writing of its
decision, in its absolute discretion, to:

discharge the Shipment or remainder of the Shipment to a stockpile selected by Seller provided that,
once so discharged, any further costs (including stockpiling, insurance and any subsequent loading of
the Vessel) which would not reasonably have been incurred had the Vessel tendered its NOR before
the expiry of the Cancelling Day, shall be for the account of Buyer.

2.4 Demurrage, if any, shall be paid to Buyer by Seller. If however, any delay in discharging the Shipment
from Sellers Vessel is caused by Buyer, Buyer shall pay to Seller any Demurrage so incurred.

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2.5 For the purposes of Demurrage and/or Despatch settlement, where either Party so requests, the
relevant Contract for Carriage of Shipment, or a brokers fixture note, evidencing the applicable
Demurrage and/or Despatch rates of the Vessel (paragraph 1.3(i) and 1.6 (c) of Schedule A as
applicable) shall be exchanged between the Parties.

2.6.1 Any time spent or lost for any of the following shall not count toward Laytime or time on Demurrage:

(a) time spent waiting for an appropriate tide (where applicable); or

(b) time spent opening and closing hatches (where applicable) at the commencement and completion
of loading; or

(c) due to breakdown, inefficiency or any other cause attributable or relating to the Vessel, including
but not limited to her master, officers or crew or tugs or pilots, or to the owners or agent(s) of the
Vessel; or

(d) in handling ballast or slops other than concurrently with loading; or

(e) due to the Delivery Point operator or port authority prohibiting or restricting loading; or

(f) shifting from anchor-up at the point of anchorage to all-fast at the point of loading.

2.6.2 Where berthing or loading of the Vessel is suspended due to bad weather, time shall not count toward
Laytime unless the Vessel is already on Demurrage in which case time will continue to count as
Demurrage.

2.7 In the event of Part-Cargoes:

Demurrage or Despatch as applicable shall be paid in proportion based on the Shipment tonnage as a
percentage of all cargo discharged from the Sellers Vessel at the Delivery Point, and based on
Sellers Vessel Turntime being 12 hours, Sellers Vessel Cargo Handling Rate being as per the Cargo
Handling Rate sliding scale for ARA deliveries as defined in this Schedule A and the terms of any
Demurrage or Despatch as advised per clause 1.3 (i) of this schedule.
Where Demurrage is due on Sellers Vessel then Demurrage shall be paid in proportion to the length of
Laytime used by each of the Buyers causing a delay in cargo discharge operations. If the Statement of
Facts for any Buyer shows they have not exceeded their allowed Laytime then they shall not be liable
for the Demurrage and the Party or Parties responsible for the delay shall pay in proportion to the
length of delay they are responsible for.

3. Delivery

3.1 The stevedore and anyone employed by it shall be under the supervision of the master of the Vessel,
who shall be solely responsible for the stowage of Coal and the actions of the stevedore.

3.2 Buyer shall appoint and pay a party to provide for any fendering required at the Delivery Point and
Buyer shall guarantee that such fenders shall be in good condition, fit for purpose and of suitable
dimensions for the task. The party providing the fendering shall remain the responsibility of Buyer and
in no circumstances shall such party or anyone employed by it be deemed to be the servant of Seller or
of the owner or operator of the Sellers Vessel.

4. Weighing/Sampling/Analysis

4.1 The Weight Certificate shall be based on:

4.1.1 a draught survey of the Vessel (where applicable); or

4.1.2 where draught surveys are not available for the purposes of paragraph 4.1.1 of this Schedule,
inference of the weight of the Shipment based on information available, including but not
limited to equivalent gauging of each Buyers Vessel taking delivery of the Shipment.

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5. Price, Payment, Netting and Close-Out

5.1 Provided the Binding Results NCV is not less than the minimum specified in the RSS, and subject to
any determination of the Final Price in accordance with clauses 11.2 or 11.3 of the Base Contract, the
Base Price shall be adjusted up or down to determine the Final Price using the following formula and
the Binding Results NCV:

5.1.1 where the NCV is greater than or equal to 5850 kcal/kg but less than 5900 kcal/kg, the Final
Price (in USD per tonne) shall be calculated by the following formula:

((6000-100+(2*(NCV-5900)))/6000)*(Base Price); or

5.1.2; where the NCV is greater than or equal to 5900 kcal/kg, the Final Price (in USD per tonne)
shall be calculated by the following formula:

(NCV/6000)*(Base Price); or

5.1.3 where the NCV is less than 5850 kcal/kg and greater than 5750 kcal/kg and the Coal cannot
be physically rejected by the Buyer due to having been consumed by the Buyer the Final Price
(in USD per tonne) shall be calculated by the following formula:

((6000-150+(3*(NCV-5900)))/6000)*(Base Price)

Nothing in this clause 5.1 shall affect Buyers rights of rejection pursuant to clause 11.3 if the Binding Results
NCV is less than the minimum specified in the RSS.

6. Failure to Deliver or Take Delivery

6.1 For the purposes of clause 15.1, a Party may only take the benefit of a Shipping Tolerance to the extent
that:

The Buyer has taken the benefit thereof and declared the extent to which it has done so in accordance with
paragraph 1.6.

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Schedule B: Standard Specification DES ARA


Origin In respect of each Shipment, one of South Africa (RB), Australia (AUS), Colombia
(COL), Poland (POL) or Russia (RUSS) or United States of America ("US" of
Central Appalachian origin and of substantially uniform quality) at the Sellers option,
but no synthetic fuels (synfuels), petroleum coke (petcoke) or pond fines. Shipments
may not comprise of coals from any other country or from two or more of the
aforementioned countries.
Delivery Point If not decided at time of transaction then at Buyer's option, any of the Amsterdam
(including Ijmuiden), Rotterdam or Antwerp bulk terminals unless nominated pursuant
to paragraph 1.9.4 of this Schedule. Buyer shall be responsible for ensuring sufficient
ground storage capacity available for the entire Quantity of the Transaction if
necessary.
Delivery Basis Delivery shall be on a DES basis unless otherwise mutually agreed as per paragraph
1.9.1 of this Schedule.
Shipping Tolerance +/- 10%
Specification Shipments must conform entirely to the quality specifications shown below:

For Shipments originating from: RB AUS COL POL RUSS US


1
Calorific Value (kcal/kg NCV) 6,000 6,000 6,000 6,000 6,000 6,000
12% 15% 14% 14% 14% 12%
Total Moisture (as received basis)
(max) (max) (max) (max) (max) (max)
22%
Volatile Matter (as received basis) 24% - 35% 31% - 37% 25% - 32% 26% - 35% 27% - 35%
(min)
15% 15% 11% 15% 15% 14%
Ash (as received basis)
(max) (max) (max) (max) (max) (max)
1% 0.75% 0.85% 1% 0.75% 1%
Sulphur (as received basis)
(max) (max) (max) (max) (max) (max)
2
HGI 45 70 45 70 45 70 45 70 45 70 45 70

Nominal Topsize 50 mm 50 mm 50 mm 50 mm 50 mm 50 mm
3 1,250 1,250 1,200 1,150 1,250 1,430
IDT (degrees celsius)
(min) (min) (min) (min) (min) (min)
12% 7%
Calcium Oxide in ash (dry basis)
(max) (max)
0.15%
Chlorine (as received)
(max)

1.
Calorific Value: Basis 6,000 kcal/kg NCV, minimum 5,850 NCV and with a price
adjustment as specified in paragraph 5.1 of this Schedule.
2.
Hardgrove Grindability Index: Typical, and not to be used for determining whether
or not a Shipment complies with the Specification, not to be taken account of in
determining any adjustment to the Base Price pursuant to clause 11.2 or 11.3, and not
to be used as grounds for rejection pursuant to clause 11.3.
3.
Fusibility of Ash (DT) [Ash Fusion Temperature (initial deformation)]: Measured
in degrees Celsius in a reducing atmosphere.

Cargo Handling For Vessels of 50,000 Metric Tonnes DWT or more, 25,000 Metric Tonnes per WWD
Rate SHINC.
For Vessels of 49,999 Metric Tonnes DWTwt or less, 15,000 Metric Tonnes per WWD
SHINC.
Buyer Nomination Ten (10) days
Days
Seller Nomination Fifteen (15) days prior to the start of the Delivery Period, the information according to
Days 1.3 of this Schedule B.
Delivery Point Means, where the RSS is DES ARA, no later than the fifteenth (15th) day of the second
Nomination Date (2nd) calendar month prior to the start of the Delivery Period.
Turntime 12 hours

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1. Nominations

1.1 In respect of each Delivery Period, Seller shall give Notice in Writing to Buyer specifying the Origin of
each Shipment in accordance with the DES ARA RSS, either:

(a) by no later than the Origin Nomination Date; or

(b) within twenty-four (24) hours of the making of a Transaction if the date and time of such
Transaction is after the Origin Nomination Date, and

where the Origin is specified at the making of a Transaction, Seller shall ensure that the Origin of each
Shipment as specified as per this paragraph 1.1 shall match that specified at the time of the Transaction.

1.2 Furthermore, in respect of each Delivery Period, Seller shall give Notice in Writing to Buyer in
accordance with paragraph 1.3 of this Schedule either:

(a) not less than the number of Seller Nomination Days prior to the commencement of the Delivery
Period; or

(b) within twenty-four (24) hours of the making of a Transaction if the date and time of such
Transaction falls less than the number of Seller Nomination Days prior to the commencement of the
Delivery Period.

1.3 Sellers Notice in Writing to Buyer shall specify:

(a) the Origin of each Shipment which shall match that notified in accordance with clause 1.1 of this
schedule;

(b) the name (or designation number and Lloyds number, call-sign and any previous names if
available), age, flag, and DWT of the Vessel being used by Seller to transport the Shipment or, in the
case of Polish or Russian Coal being the nominated Origin, the loadport and Laycan, with Vessel
nomination to follow as soon as possible therafter;

(c) the ETA of Sellers Vessel at the Delivery Point, and

(d) the terms and rates of Demurrage or other similar payment that Buyer may incur as a result of any
delay in the delivery of the Shipment from the Sellers Vessel.

(e) the Primary Laboratory and independent marine surveyor that it intends to use for analysis of
samples and production of the Primary Analysis Certificate. Seller shall nominate the laboratory from
one of the list of approved independent laboratories listed on the globalCOAL website,
http://www.globalcoal.com/scota/labs.cfm. Buyer may reasonably object to the Sellers Primary
Laboratory within 3 Working Days by way of Notice in Writing and in such case Seller shall promptly
select another Primary Laboratory from the list of approved laboratories which Buyer may not object
to.

(f)The level of the Shipping Tolerance that the Seller has exercised the benefit of at the loadport (or, in
the case of Polish or Russian Coal being the nominated Origin, the Shipping Tolerance shall be
communicated at the very latest as soon as loading has been completed at the loadport and a Bill of
Lading for the Shipment has been issued).

1.4 If Seller wishes to split Shipment into multiple Vessels for making delivery of Shipment, then Seller
shall inform Buyer of such request not less than 15 (fifteen) days prior to the start of the Delivery
Period. Any request after this date shall be granted solely at the discretion of the Buyer and may be
deemed unreasonable.

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1.5 Seller or its agent shall keep Buyer or its agent informed of its estimate of the date and time delivery
should commence and, where the Shipment is to be delivered from Sellers Vessel, Seller shall inform
Buyer or its agent of the ETA of such Vessel at the Delivery Point by Notice in Writing 7 days prior to
ETA, 72 hours prior to ETA, 48 hours prior to ETA and 24 hours prior to ETA, and procure that Sellers
Vessel informs the relevant authority at the Delivery Point of the same.

1.6 In respect of each Delivery Period, Buyer shall give Notice in Writing to Seller specifying the Delivery
Point and specific terminal at Delivery Point of each Shipment in accordance with the DES ARA RSS,
either:

(a) by no later than the Delivery Point Nomination Date; or

(b) within twenty-four (24) hours of the making of a Transaction if the date and time of such
Transaction is after the Delivery Point Nomination Date, and

where the Delivery Point is specified at the making of a Transaction, Buyer shall ensure that the Delivery Point
of each Shipment as specified as per this paragraph 1.5 shall match that specified at the time of the
Transaction.

1.7 Furthermore, in respect of each Delivery Period, Buyer shall give Notice in Writing to Seller in
accordance with paragraphs 1.7 and 1.8 of this Schedule (where applicable) either:

(a) not less than the number of Buyer Nomination Days prior to the ETA of Sellers Vessel at the
Delivery Point; or

(b) within twenty-four (24) hours of the making of a Transaction if the date and time of such
Transaction falls less than the number of Buyer Nomination Days prior to the commencement of the
Delivery Period.

1.8 Buyers Notice in Writing to Seller shall specify:

(a) the Delivery Point and specific terminal at the Delivery Point as per the nomination in
paragraph 1.6 of this Schedule B;

(b) the Delivery Period in which the Sellers Vessel shall arrive at the discharge port and in all
respects be ready to unload the Shipment;

(c) whether the Shipment is to be delivered to a quayside/stockpile or to a Buyers Vessel(s); and


where the Shipment is to be delivered to Buyers Vessel(s) the details of such Vessel(s)
including name (or designation number), age, flag, and DWT of the ocean going Vessel being
used by Buyer; and

(d) the details of Buyers agent at the Delivery Point

1.9

1.9.1 Notwithstanding anything to the contrary in this paragraph 1, either Party may request a
change to the Delivery Basis as per the DES ARA RSS, which request shall be sent in writing
to the other Party by no later than the number of Seller Nomination Days prior to the
commencement of the Delivery Period. The other Party shall not unreasonably withhold its
agreement to any such request received within such time period. The terms required to
accommodate such change in the Delivery Basis shall be as mutually agreed between the
Parties.

1.9.2 Once the nomination for each individual element of the nomination process has been made as
per paragraphs 1.1 through 1.7 of this Schedule, the Seller may not change its Origin
nomination, Vessel nomination and the number of Shipments, the Buyer may not also change
the Delivery Point after each of the above nominations have been given unless mutually
agreed between the Parties.

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1.9.3 Seller may only substitute a Vessel by doing so in writing (10) days prior to the start of the
Delivery Period. The Buyer shall have the discretion to accept the Vessel substitution, but
such Vessel substitution shall not unreasonably withheld. The Vessel substitution shall be for
a Vessel of comparable size, deadweight capacity and demurrage and despatch rates. The
ETA of any alternative Vessel shall ensure the delivery of the Shipment shall take place in the
originally specified Delivery Period.

1.9.4 Buyer may nominate a Delivery Point other than the Delivery Points specified in this Schedule
provided that such Delivery Point can accommodate the discharge of the entire Quantity of the
Shipment. An alternative Delivery Point nomination shall be as per paragraphs 1.7 and 1.8 of
this Schedule and shall not be unreasonably withheld. If lightering of any Vessel is required
prior to unloading at the alternative Delivery Point, then the cost of such lightering shall be for
the Buyers account. The Buyer and Seller shall in good faith negotiate a freight differential
from the original Delivery Point to the nominated alternative Delivery Point. Any freight
differential increasing the Final Price shall be the Buyers cost and any freight differential
reducing the Final Price shall be the Buyers benefit. If no agreement on a freight differential
can be reached within 3 Working Days then Buyer shall re-nominate a Delivery Point from one
of the above ARA Delivery Points as specified in this schedule.

1.9.5. Seller shall provide Buyer with loadport analysis if the Buyer so requests and shall not
unreasonably withhold such request. Such request shall be made only prior to the issuing of
the Primary Analysis Certificate at the Delivery Point. The loadport analysis shall have no
bearing on the final and binding Analysis taken at the Delivery Point.

1.9.6 Seller shall procure that the Primary Laboratory issue the Certificate of Analysis to the Seller
and the Buyer by no later than 7 Working Days following the date of completion of cargo
discharge operations at the Delivery Point as stated in the Statement of Facts. If Buyer has not
received the Certificate of Analysis within 7 (seven) Working Days the Buyer shall have the
right to produce its own alternative Certificate of Analysis from one of the Primary Laboratories
referred to in paragraph 1.3 (e). Such alternative Certificate of Analysis will then become the
Primary Analysis Certificate for the purpose of Clause 10 if Buyer has still not received the
Certificate of Analysis from the Seller at the time the Buyer has received the alternative
Certificate of Analysis.

Buyer shall have the right to request multiple Certificates of Analysis, with a restriction of 1
Certificate per 25,000 metric tonne parcel. Requests for multiple Certificates of Analysis shall
be notified to Seller at least five (5) Working days prior to the ETA of the Vessel at the Delivery
Point. The cost of issuing multiple certificates shall be for Buyers account if Buyer has so
requested multiple certificates.

1.9.7 For the avoidance of doubt, in accordance with DES Incoterms 2000 the Seller shall bear all
the costs and risks involved in bringing the Shipment to the named port and terminal of
destination before discharging.

2. Laytime and Demurrage

2.1 If the Vessel tenders a NOR during the Delivery Period time toward Laytime shall commence at the
earlier of:

(a) the expiry of Turntime, or

(b) the actual commencement of unloading provided that, until expiry of Turntime, only time actually
spent unloading shall count toward Laytime;

2.2 If the Vessel does not tender a NOR deemed valid by the relevant authority at the Delivery Point before
expiry of the Delivery Period, Buyer shall advise Seller promptly by Notice in Writing of its decision, in
its absolute discretion, to:

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discharge the Shipment or remainder of the Shipment to a stockpile selected by Buyer provided that,
once so discharged, any further costs (including stockpiling, insurance and any subsequent loading of
the Vessel) which would not reasonably have been incurred had the Vessel tendered its NOR before
the expiry of the, Delivery Period shall be for the account of Seller.

2.4 Demurrage, if any, shall be paid to Seller by Buyer. If however, any delay in discharging the Shipment
from Sellers Vessel is caused by Seller, Seller shall pay to Buyer any Demurrage so incurred.

2.5 For the purposes of Demurrage and/or Despatch settlement, where either Party so requests, the
relevant Contract for Carriage of Shipment, or a brokers fixture note, evidencing the applicable
Demurrage and/or Despatch rates of the Vessel (paragraph 1.3 (d) of Schedule B) shall be exchanged
between the Parties.

2.6

2.6.1 Any time spent or lost for any of the following shall not count toward Laytime or time on Demurrage:

(a) time spent waiting for an appropriate tide (where applicable); or

(b) time spent opening and closing hatches (where applicable) at the commencement and completion
of unloading; or

(c) due to breakdown, inefficiency or any other cause attributable or relating to the Vessel, including
but not limited to her master, officers or crew or tugs or pilots, or to the owners or agent(s) of the
Vessel; or

(d) in handling ballast or slops other than concurrently with unloading; or

(e) due to the Delivery Point operator or port authority prohibiting or restricting unloading; or

(f) shifting from anchor-up at the point of anchorage to all-fast at the point of unloading.

2.6.2 Where berthing or unloading of the Vessel is suspended due to bad weather, time shall not count
toward Laytime unless the Vessel is already on Demurrage in which case time will continue to count as
Demurrage.

2.7 In the event of Part-Cargoes:

Demurrage or Despatch as applicable shall be paid in proportion based on the Shipment tonnage as a
percentage of all cargo discharged from the Sellers Vessel at the Delivery Point, and based on
Sellers Vessel turntime being 12 hours, Cargo Handling Rate and the terms of any Demurrage or
Despatch as advised per clause 1.3 (d) of this Schedule B.

3. Delivery

3.1 The stevedore and anyone employed by it shall be under the supervision of the master of the Vessel,
who shall be solely responsible for the stowage of Coal and the actions of the stevedore.

3.2 Buyer shall appoint and pay a party to provide for any fendering required at the Delivery Point and
Buyer shall guarantee that such fenders shall be in good condition, fit for purpose and of suitable
dimensions for the task. The party providing the fendering shall remain the responsibility of Buyer and
in no circumstances shall such party or anyone employed by it be deemed to be the servant of Seller or
of the owner or operator of the Sellers Vessel.

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4. Weighing/Sampling/Analysis

4.1 The Weight Certificate shall be based on:

4.1.1 a draught survey of the Vessel or a draught survey of any Vessel provided by Buyer (as
mutually agreed by Buyer and Seller); or

4.1.2 where draught surveys are not available for the purposes of paragraph 4.1.1 of this Schedule,
inference of the weight of the Shipment based on information available, including but not
limited to equivalent gauging of each Sellers Vessel delivering the Shipment.

5. Price, Payment, Netting and Close-Out

5.1 Provided the Binding Results NCV is not less than the minimum specified in the RSS, and subject to
any determination of the Final Price in accordance with clauses 11.2 or 11.3, the Base Price shall be
adjusted up or down to determine the Final Price using the following formula and the Binding Results
NCV:

5.1.1 where the NCV is greater than or equal to 5850 kcal/kg but less than 5900 kcal/kg, the Final
Price (in USD per tonne) shall be calculated by the following formula:

((6000-100+(2*(NCV-5900)))/6000)*(Base Price); or

5.1.2; where the NCV is greater than or equal to 5900 kcal/kg, the Final Price (in USD per tonne)
shall be calculated by the following formula:

(NCV/6000)*(Base Price); or

5.1.3 where the NCV is less than 5850 kcal/kg and greater than 5750 kcal/kg and the Coal cannot
be physically rejected by the Buyer due to having been consumed by the Buyer the Final Price
(in USD per tonne) shall be calculated by the following formula:

((6000-150+(3*(NCV-5900)))/6000)*(Base Price)

Nothing in this clause 5.1 shall affect Buyers rights of rejection pursuant to clause 11.3 if the Binding Results
NCV is less than the minimum specified in the RSS.

6. Failure to Deliver or Take Delivery

6.1 For the purposes of clause 15.1, a Party may only take the benefit of a Shipping Tolerance to the extent
that:

6.1.1 The Seller has taken the benefit thereof and declared the extent to which it has done so in
accordance with paragraph 1.3.

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Schedule C: Standard Specification COL


Origin Colombia, but no synthetic fuels (synfuels), petroleum coke (petcoke) or pond
fines.
Delivery Point If not decided at time of Transaction then at Sellers option, any of the Puerto
Bolivar, Port Drummond, Puerto Prodeco or Rio Cordoba bulk terminals unless
nominated pursuant to paragraph [1.6] of this Schedule.
Delivery Basis Delivery shall be on a FOB basis.
Shipping Tolerance +/-10%
Specification Calorific Value: Basis 6,000 kcal/kg NCV, minimum 5,750 NCV and with a price
adjustment as specified in paragraph 4.1 of this Schedule.

Total Moisture: Maximum 16.0% (as received basis)

Volatile Matter: Minimum 31.0% and maximum 37.0% (as received basis)

Ash: Maximum 12.0% (as received basis)

Sulphur: Maximum 0.85% (as received basis)

Hardgrove Grindability Index: 45 70 (Typical, and not to be used for


determining whether or not a Shipment complies with the Specification, not to be
taken account of in determining any adjustment to the Base Price pursuant to
clause 11.2 or 11.3, and not to be used as grounds for rejection pursuant to
clause 11.3.)

Nominal Topsize: 50 mm

Fusibility of Ash (DT) [Ash Fusion Temperature (initial deformation)]:


Minimum of 1,150 degrees Celsius in a reducing atmosphere.
Cargo Handling The minimum Shipment size shall be seventy five thousand (75,000) Metric
Rate (Metric Tonnes Tonnes (subject to the Shipping Tolerance) and the Seller shall load the Shipment
per WWD) aboard the Vessel at the following average scale Cargo Handling Rates, SHINC,
and exclusions as per Local Rules , as amended from time to time:

Vessel Intake Puerto Bolivar Puerto Drummond Puerto Prodeco Rio Cordoba
50,001 60,000 30,000 15,000 15,000 13,000
60,001 70,000 30,000 25,000 15,000 13,000
70,001 80,000 35.000 25,000 15,000 17,000
80,001 90,000 35,000 25,000 20,000 17,000
90,001 120,000 40,000 25,000 20,000 17,000
120,001 150,000 45,000 25,000 20,000 17,000
Over 150,001 50,000 25,000 20,000 17,000

Laycan Subject to Local Rules and unless otherwise mutually agreed at least fifteen (15)
days before commencement of the Delivery Period, the Laycan will be ) tenth
(10th) nineteenth (19th) day of the Delivery Period.

Turntime Twelve (12) hours


Delivery Point Thirty (30) days prior to the commencement of Laycan
Nomination Days
Buyer Nomination Fifteen (15) days prior to the commencement of Laycan.
Days

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1. Nominations

1.1 In respect of each Delivery Period, Seller shall give Notice in Writing to the Buyer specifying the
Delivery Point and specific terminal at the Delivery Point of each Shipment in accordance with the COL
RSS either:

(a) Not less than the number of Delivery Point Nomination Days prior to the commencement
of Laycan; or

(b) Within twenty-four (24) hours of the execution of a Transaction if the date and time of such
Transaction falls less than the number of Delivery Point Nomination Days prior to the
commencement of Laycan

1.2 Sellers Notice in Writing to Buyer shall specify:

(a) The Delivery Point and specific terminal at the Delivery Point as per the nomination in
paragraph 1.1 of this Schedule

(b) Whether the Shipment is to be delivered to a Buyers Vessel at anchorage by floating


crane

(c) The details of the Sellers agent at the Delivery Point (if applicable)

1.3 In respect of each Delivery Period, Buyer shall give Notice in Writing to Seller either:

(a) not less than the number of Buyer Nomination Days prior to commencement of
Laycan; or

(b) within twenty-four (24) hours of the execution of a Transaction if the date and time of
such Transaction falls less than the number of Buyer Nomination Days prior to the
commencement of Laycan

specifying for each Vessel that the Buyer intends to use:

(c) the name (and Lloyds number, call-sign and any previous names if available), age,
flag, DWT, beam, length overall, number of holds and hatches and draught of the
Vessel;

(d) the ETA of the Vessel at the Delivery Point which date shall fall within the Laycan
unless otherwise agreed by the Parties by Notice in Writing;

(e) details of the Vessels agent at the Delivery Point for the purposes of taking delivery of
the Shipment;

(f) the rate of Demurrage which shall not be used as grounds for Vessel rejection; and

(g) any information reasonably requested by Seller, necessary to deliver the


documentation described in clauses 13.5.1 to 13.5.5 inclusive, or otherwise.

1.4 Buyer shall procure that each Vessel informs the relevant authority at the Delivery Point of the ETA of the
Vessel at the Delivery Point in accordance with Local Rules.

1.5 If the Buyer requests to split a Shipment into multiple Vessels then the Buyer shall inform the Seller of
such a request not less than thirty (30) days prior to the start of the Delivery Period. Any request after
this date shall be granted solely at the discretion of the Seller and may be deemed unreasonable

1.6 Seller may nominate a Delivery Point other than the Delivery Points specified in this Schedule provided
that such a Delivery Point can accommodate loading of the entire Quantity of the Shipment. An
alternative Delivery Point nomination shall be as per paragraphs 1.1 and 1.2 of this Schedule and
acceptance shall not be unreasonably withheld. The Buyer and Seller shall in good faith negotiate a
freight differential from the original Delivery Point to the nominated alternative Delivery Point. If no

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agreement on a freight differential can be reached within three (3) Working Days then Seller shall
renominate a Delivery Point from one of the Delivery Points specified in this Schedule.

2. Laytime and Demurrage

2.1 If the Vessel tenders a NOR before the commencement of Laycan, time toward Laytime shall commence
at the earlier of:

2.1.1 the expiry of Turntime (Turntime starting at 0001AM local time on the first day of Laycan), and

2.1.2 the actual commencement of loading, in which case,

(a) prior to the expiry of Turntime (where Turntime starts at 0001AM local time on the first day
of Laycan); only time actually spent loading the Shipment shall count towards Laytime.

2.2 If the Vessel tenders a NOR during Laycan, time toward Laytime shall commence at the earlier of:

(a) expiry of Turntime; or

(b) the actual commencement of loading provided that, until expiry of Turntime, only time
actually spent loading shall count toward Laytime.

2.3 For the purposes of Demurrage and/or Despatch settlement, where either Party so requests, the
relevant Contract for Carriage of Shipment, or a brokers fixture note, evidencing the applicable
Demurrage and/or Despatch rates of the Vessel (paragraph 1.1(f) for Schedule C) shall be exchanged
between the Parties.

2.4 Any time spent or lost for any of the following shall not count toward Laytime or time on Demurrage:

(a) time spent waiting for an appropriate tide (where applicable); or

(b) time spent opening and closing hatches (where applicable) at the commencement and
completion of loading; or

(c) due to breakdown, inefficiency or any other cause attributable or relating to the Vessel,
including but not limited to her master, officers or crew or tugs or pilots, or to the owners or
agent(s) of the Vessel; or

(d) in handling ballast or slops other than concurrently with loading; or

(e) due to the Delivery Point operator or port authority prohibiting or restricting loading; or

(f) shifting from anchor-up at the point of anchorage to all-fast at the point of loading.

2.5 Where berthing or loading of the Vessel is suspended due to bad weather, time shall not count toward
Laytime unless the Vessel is already on Demurrage in which case time will continue to count as
Demurrage.

2.6 In the event of Part-Cargoes:

Seller shall not be liable for Demurrage incurred by Buyer as a consequence of any cargo being
loaded on the Vessel apart from the Shipment and time toward Laytime or Demurrage shall be
calculated as follows:

(a) all time used until the instruction is given to commence loading the first parcel on the
Vessel shall be divided between all the parcels loaded at the same Delivery Point, on a
pro-rata basis of each of the parcel tonnages to the total tonnage loaded on board the Vessel;

(b) all time used during the loading of any parcel shall be counted against that parcel; and

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(c) all time used between loading of different parcels shall be divided between all the parcels
loaded at the same Delivery Point, on a pro-rata basis of each of the parcel tonnages to the
total tonnage loaded on board the Vessel. Time used between the loading of parcels shall be
deemed to be time from completion of the draught survey of the parcel just loaded to the time
of commencement of loading of the following parcel.

(d) where the relevant Cargo Handling Rate is determined by reference to a loading scale, the
Vessels total intake at the Delivery Point shall be used to determine the applicable Cargo
Handling Rate.

3. Delivery

3.1 The stevedore or anyone employed by it shall remain the responsibility of Seller and in no
circumstances shall the stevedore or anyone employed by it be deemed to be the servant of Buyer or
of the owner or operator of the Vessel.

4. Price and Payment

4.1 Provided the Binding Results NCV is not less than the minimum specified in the RSS, and subject to
any determination of the Final Price in accordance with clauses 11.2 or 11.3, the Base Price shall be adjusted
up or down to determine the Final Price using the following formula and the Binding Results NCV:

4.1.1 where the NCV is greater than or equal to 5750 kcal/kg but less than 5800 kcal/kg, the Final
Price (in USD per tonne) shall be calculated by the following formula:

((6000-200+(2*(NCV-5800)))/6000)*(Base Price); or

4.1.2 where the NCV is greater than or equal to 5800 kcal/kg but less than 6900 kcal/kg, the Final
Price (in USD per tonne) shall be calculated by the following formula:

(NCV/6000)*(Base Price); or

4.1.3 where the NCV is greater than or equal to 6900 kcal/kg, the Final Price (in USD per tonne)
shall be calculated by the following formula:

(6900/6000)*(Base Price)

Nothing in this clause 4.1 shall affect Buyers rights of rejection pursuant to clause 11.3 if the Binding Results
NCV is less than the minimum specified in the RSS.

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Schedule D: Standard Specification FOB INDO


Origin Indonesia, but no synthetic fuels (synfuels) or petroleum coke (petcoke).
Delivery Point As specified at the time of Transaction and listed in Part 1 of this Agreement
Delivery Basis Delivery shall be on a FOB gearless vessel basis. Where loading is at an anchorage Seller
is required to provide suitable floating crane or similar apparatus.
Shipping +/-10%
Tolerance
Specification Shipments must conform entirely to the quality specifications shown below:

INDO A INDO B INDO C


Calorific Value (kcal/kg NAR)1, 2 6,000 5,500 4,900
Total Moisture (as received basis) 15% (max) 22% (max) 28% (max)
Volatile Matter (air dried basis) 36 45% 36 45% 36 45%
Ash (air dried basis) 15% (max) 15% (max) 10% (max)
Sulphur (air dried basis) 1.00% 1.00% 1.00%
(max) (max) (max)
Nitrogen (dry ash free basis) 2.4% 2.4% 2.4%
(max) (max) (max)
HGI 40 (min) 40 (min) 40 (min)
IDT (degrees Celsius)3 1,200 1,150 1,100
(min) (min) (min)
Topsize4 50mm 50mm 50mm
1.
Net Calorific Value As Received (NCVAR):
INDO A - Basis 6,000 kcal/kg NAR, minimum 5,800 NAR and with a price
adjustment as specified in paragraph 5.1 and 5.2 (as applicable) of this Schedule.
INDO B Basis 5,500 kcal/kg NAR, minimum 5,350 NAR and with a price
adjustment as specified in paragraph 5.1 and 5.2 (as applicable) of this Schedule.
INDO C Basis 4,900 kcal/kg NAR, minimum 4,600 NAR and with price
adjustment as specified in paragraph 5.1 and 5.2 (as applicable) of this Schedule.
2.
Sublot Variation:
Where the Buyer has requested Sublot Analysis in accordance with
paragraph 4.3 of this Schedule the variation of each sublot shall not be more than
+/-500kcal/kg from the basis NCVAR.
3.
Fusibility of Ash (DT) [Ash Fusion Temperature (initial deformation)]: Measured in
degrees Celsius in a reducing atmosphere
4.
Size Restriction: 95% (by weight) of the Shipment shall pass a 0-50mm screen

Cargo Handling The minimum Shipment size shall be fifteen thousand (15,000) Metric Tonnes (subject to
Rate the Shipping Tolerance) and the Seller shall load Shipment aboard the Vessel at the
following average rates per WWD being a day of twenty-four (24) consecutive hours SHINC
excluding the following holidays: two days of Idul Fitri, and one day on each of Hari Raya
Haji, Independence Day (August 17th) and Christmas Day and New Years Day (January
1st)

Delivery Point Metric Tonne per WWD


NPLCT 25,000
Balikpapan 30,000
Banjarmasin 15,000
Muara Pantai 15,000
Bontang 20,000
IBT 30,000
Kalimantan Floating Transfer Station 30,000
Muara Satui 8,000
Samarinda 15,000
Tanah Merah 20,000
Tanjung Bara 35,000

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Laycan Subject to any shipping regulations applicable at the designated Delivery Point, or unless
otherwise mutually agreed at least fifteen (15) days before commencement of the Delivery
Period, the Laycan will be tenth (10th) nineteenth (19th) day of the Delivery Period.
Buyer Nomination Fifteen (15) days unless otherwise stated in Local Rules
Days
Seller Nomination Fifteen (15) days prior to Delivery Period
Days
Turntime Twelve (12) hours

1. Nominations

1.1 In respect of each Delivery Period, Seller shall give Notice in Writing to Buyer specifying the Delivery
Point and specific terminal or anchorage point as applicable, by no later than the number of Seller
Nomination Days prior to the commencement of the Delivery Period.

1.2 In respect of each Delivery Period, Buyer shall give Notice in Writing to Seller either:

(a) not less than the number of Buyer Nomination Days prior to commencement of Laycan; or

(b) within twenty-four (24) hours of the execution of a Transaction if the date and time of such
Transaction falls less than the number of Buyer Nomination Days prior to the commencement of
Laycan

specifying for each Vessel that the Buyer intends to use:

(c) the name (and Lloyds number, call-sign and any previous names if available), age, flag, DWT,
beam, length overall, number of holds and hatches and draught of the Vessel;

(d) the ETA of the Vessel at the Delivery Point which date shall fall within the Laycan unless otherwise
agreed by the Parties by Notice in Writing;

(e) details of the Vessels agent at the Delivery Point for the purposes of taking delivery of the
Shipment;

(f) the rate of Demurrage which shall not be used as grounds for Vessel rejection; and

(g) any information reasonably requested by Seller, necessary to deliver the documentation described
in clauses 13.5.1 to 13.5.5 of the Base Contract inclusive, or otherwise.

1.3 Buyer shall inform Seller or its agent of the ETA of such Vessel at the Delivery Point by Notice in
Writing 10 days prior to ETA, 7 days prior to ETA, 72 hours prior to ETA, 48 hours prior to ETA and 24
hours prior to ETA

1.4 Buyer shall procure that each Vessel informs the relevant authority at the Delivery Point of the ETA of
the Vessel at the Delivery Point in accordance with Local Rules.

1.5 If Buyer wishes to split the Shipment into multiple Vessels for taking delivery, then Buyer shall inform
Seller of such request not less than the number of Buyer Nomination Days prior to the commencement
of the Delivery Period. Any request after this date shall be granted solely at the discretion of the Seller
and maybe deemed unreasonable

2. Laytime and Demurrage

2.1 If the Vessel tenders a NOR before the commencement of Laycan, time toward Laytime shall
commence at the earlier of:

2.1.1 the expiry of Turntime (Turntime starting at 0001AM local time on the first day of Laycan), and

2.1.2 the actual commencement of loading, in which case,

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(a) prior to the expiry of Turntime (where Turntime starts at 0001AM local time on the first day
of Laycan); only time actually spent loading the Shipment shall count towards Laytime.

2.2 If the Vessel tenders a NOR during the Laycan, time toward Laytime shall commence at the earlier of:

(a) expiry of Turntime; or

(b) the actual commencement of loading provided that, until expiry of Turntime, only time
actually spent loading shall count toward Laytime.

2.3 For the purposes of Demurrage and/or Despatch settlement, where either Party so requests, the
relevant Contract for Carriage of Shipment, or a brokers fixture note, evidencing the applicable
Demurrage and/or Despatch rates of the Vessel (paragraph 1.2(f) of Schedule D) shall be exchanged
between the Parties.

2.4 Any time spent or lost for any of the following shall not count toward Laytime or time on Demurrage:

(a) time spent waiting for an appropriate tide (where applicable); or

(b) time spent opening and closing hatches (where applicable) at the commencement and
completion of loading; or

(c) due to breakdown, inefficiency or any other cause attributable or relating to the Vessel,
including but not limited to her master, officers or crew or tugs or pilots, or to the owners or
agent(s) of the Vessel; or

(d) in handling ballast or slops other than concurrently with loading; or

(e) due to the Delivery Point operator or port authority prohibiting or restricting loading; or

(f) shifting from anchor-up at the point of anchorage to all-fast at the point of loading.

2.5 Where berthing or loading of the Vessel is suspended due to bad weather, time shall not count toward
Laytime unless the Vessel is already on Demurrage in which case time will continue to count as
Demurrage.

2.6 In the event of Part-Cargoes:

Seller shall not be liable for Demurrage incurred by Buyer as a consequence of any cargo being
loaded on the Vessel apart from the Shipment and time toward Laytime or Demurrage shall be
calculated as follows:

(a) all time used until the instruction is given to commence loading the first parcel on the
Vessel shall be divided between all the parcels loaded at the same Delivery Point, on a
pro-rata basis of each of the parcel tonnages to the total tonnage loaded on board the Vessel;

(b) all time used during the loading of any parcel shall be counted against that parcel; and

(c) all time used between loading of different parcels shall be divided between all the parcels
loaded at the same Delivery Point, on a pro-rata basis of each of the parcel tonnages to the
total tonnage loaded on board the Vessel. Time used between the loading of parcels shall be
deemed to be time from completion of the draught survey of the parcel just loaded to the time
of commencement of loading of the following parcel. Where the Delivery Point is an
anchorage, any time used between the loading of parcels at the same Delivery Point shall be
allocated to the next parcel that has yet to be loaded.

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3. Delivery

3.1 The stevedore or anyone employed by it shall remain the responsibility of Seller and in no
circumstances shall the stevedore or anyone employed by it be deemed to be the servant of Buyer or
of the owner or operator of the Vessel.

3.2 Where loading is at an anchorage, Seller shall appoint and pay a party to provide for any fendering
required at the Delivery Point and Seller shall guarantee that such fenders shall be in good condition,
fit for purpose and of suitable dimensions for the task. The party providing the fendering shall remain
the responsibility of Seller and in no circumstances shall such party or anyone employed by it be
deemed to be the servant of Buyer or of the owner or operator of the Buyers Vessel.

4. Weighing/Sampling/Analysis

4.1 The conformity of each Shipment with the Specification shall be assessed by the Primary Laboratory
by analysis of a sample or samples to be taken during loading in accordance with the Standard at the
Delivery Point by the Primary Laboratory using, where available, a mechanical sampler.

4.2 Where the Delivery Point is an anchorage, sampling shall be carried out at the Barge loading
apparatus, except in the case of Total Moisture which shall be sampled alongside the Vessel unless
otherwise mutually agreed.

4.3 Buyer shall have the right to request Sublot Analysis, with a restriction of one (1) Sublot Analysis
Certificate per loaded Barge. Requests for Sublot Analysis shall be notified to Seller at least five (5)
Working Days prior to the ETA of the Vessel at the Delivery Point. The Sublot Analysis Certificates
shall be provided to the Buyer within three (3) Working Days of the Buyers Vessel loading or in the
case of loading at anchorage within three (3) Working Days of Barge loading. The cost of issuing the
Sublot Analysis Certificates shall be for Sellers account.

4.4 The Buyer may have a representative of its own choosing present at all times at the Buyers cost when
coal is being weighed, sampled or analysed

5. Price, Payment, Netting and Close-Out

5.1 In the case the Buyer has requested Sublot Analysis, provided the weighted average of all the Sublot
Analysis Binding Results is not less than the minimum specified in the Specification, and the variation
in net calorific value does not exceed the limit specified in the Specification, and subject to any
determination of the Final Price in accordance with clauses 11.2 or 11.3, the Base Price shall be
adjusted up or down to determine the Final Price in accordance with the following:

5.1.1 Where the RSS in the Transaction Summary is INDO A and the weighted average of all the
Sublot Analysis Binding Results is greater than or equal to 5800 kcal/kg, the Final Price (in
USD per tonne) shall be calculated by the following formula:

(NCVAR/6000)*(Base Price); or

5.1.2 Where the RSS in the Transaction Summary is INDO B and the weighted average of all the
Sublot Analysis Binding Results is greater than or equal to 5350 kcal/kg, the Final Price (in
USD per tonne) shall be calculated by the following formula:

(NCVAR/5500)*(Base Price); or

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5.1.3 Where the RSS in the Transaction Summary is INDO C and the weighted average of all the
Sublot Analysis Binding Results is greater than or equal to 4600 kcal/kg, the Final Price (in
USD per tonne) shall be calculated by the following formula:

(NCVAR/4900)*(Base Price); or

5.2 In the case the Buyer has not requested Sublot Analysis, provided the Binding Results is not less than
the minimum specified in the Specification, and subject to any determination of the Final Price in
accordance with clauses 11.2 or 11.3, the Base Price shall be adjusted up or down to determine the
Final Price in accordance with the following:

5.2.1 Where the RSS in the Transaction Summary is INDO A and the Binding Results is greater
than or equal to 5800 kcal/kg, the Final Price (in USD per tonne) shall be calculated by the
following formula:

(NCVAR/6000)*(Base Price); or

5.2.2 Where the RSS in the Transaction Summary is INDO B and the Binding Results is greater
than or equal to 5350 kcal/kg, the Final Price (in USD per tonne) shall be calculated by the
following formula:

(NCVAR/5500)*(Base Price); or

5.2.3 Where the RSS in the Transaction Summary is INDO C and the Binding Results is greater
than or equal to 4600 kcal/kg, the Final Price (in USD per tonne) shall be calculated by the
following formula:

(NCVAR/4900)*(Base Price)

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Schedule E: Standard Specification FAS INDO


Origin Indonesia, but no synthetic fuels (synfuels) or petroleum coke (petcoke).
Delivery Point As specified at the time of Transaction and listed in Part 1 of this Agreement
Delivery Basis Delivery shall be on a Free Alongside Ship (FAS) basis (as defined in Incoterms 2000).
Buyer is required to provide suitable geared vessel, floating crane or similar apparatus for
loading coal (unless otherwise mutually agreed).
Shipping +/-10%
Tolerance
Specification Shipments must conform entirely to the quality specifications shown below:

INDO A INDO B INDO C


Calorific Value (kcal/kg NAR)1, 2 6,000 5,500 4,900
Total Moisture (as received basis) 15% (max) 22% (max) 28% (max)
Volatile Matter (air dried basis) 36 45% 36 45% 36 45%
Ash (air dried basis) 15% (max) 15% (max) 10% (max)
Sulphur (air dried basis) 1.00% 1.00% 1.00%
(max) (max) (max)
Nitrogen (dry ash free basis) 2.4% 2.4% 2.4%
(max) (max) (max)
HGI 40 (min) 40 (min) 40 (min)
IDT (degrees Celsius)3 1,200 1,150 1,100
(min) (min) (min)
Topsize4 50mm 50mm 50mm
1.
Net Calorific Value As Received (NCVAR):
INDO A - Basis 6,000 kcal/kg NAR, minimum 5,800 NAR and with a price
adjustment as specified in paragraph 5.1 and 5.2 (as applicable) of this Schedule.
INDO B Basis 5,500 kcal/kg NAR, minimum 5,350 NAR and with a price
adjustment as specified in paragraph 5.1 and 5.2 (as applicable) of this Schedule.
INDO C Basis 4,900 kcal/kg NAR, minimum 4,600 NAR and with price
adjustment as specified in paragraph 5.1 and 5.2 (as applicable) of this Schedule.
2.
Sublot Variation:
Where the Buyer has requested Sublot Analysis in accordance with
paragraph 4.3 of this Schedule the variation of each sublot shall not be more than
+/-500kcal/kg NAR from the basis NCVAR.
3.
Fusibility of Ash (DT) [Ash Fusion Temperature (initial deformation)]: Measured in
degrees Celsius in a reducing atmosphere
4.
Size Restriction: 95% (by weight) of the Shipment shall pass a 0-50mm screen

Cargo Handling The minimum Shipment size shall be fifteen thousand (15,000) Metric Tonnes (subject to
Rate the Shipping Tolerance) and the Seller shall load Shipment aboard the Vessel at the
following average rates per WWD being a day of twenty-four (24) consecutive hours SHINC
excluding the following holidays: two days of Idul Fitri, and one day on each of Hari Raya
Haji, Independence Day (August 17th) and Christmas Day and New Years Day (January
1st)

Delivery Point Gearless Vessels, Metric Tonnes Geared Vessels, Metric Tonnes
NPLCT 25,000 8,000
Balikpapan 30,000 8,000
Banjarmasin 15,000 8,000
Muara Pantai 15,000 8,000
Bontang 20,000 8,000
IBT 30,000 8,000
Kalimantan Floating Transfer Station 30,000 8,000
Muara Satui 8,000 8,000
Samarinda 15,000 8,000
Tanah Merah 20,000 8,000
Tanjung Bara 35,000 8,000

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Laycan Subject to any shipping regulations applicable at the designated Delivery Point, or unless
otherwise mutually agreed at least fifteen (15) days before commencement of the Delivery
Period, the Laycan will be tenth (10th) nineteenth (19th) day of the Delivery Period.
Barge Means the Sellers barge from which the Shipment is unloaded
Buyer Nomination Fifteen (15) days unless otherwise stated in Local Rules
Days
Seller Nomination Fifteen (15) days prior to Delivery Period
Days
Turntime Twelve (12) hours

1. Nominations

1.1 In respect of each Delivery Period, Seller shall give Notice in Writing to Buyer specifying the Delivery
Point and specific terminal or anchorage point as applicable, by no later than the number of Seller
Nomination Days prior to the commencement of the Delivery Period.

1.2 In respect of each Delivery Period, Buyer shall give Notice in Writing to Seller either:

(a) not less than the number of Buyer Nomination Days prior to commencement of Laycan; or

(b) within twenty-four (24) hours of the execution of a Transaction if the date and time of such
Transaction falls less than the number of Buyer Nomination Days prior to the commencement of
Laycan

specifying for each Vessel that the Buyer intends to use:

(c) the name (and Lloyds number, call-sign and any previous names if available), age, flag, DWT,
beam, length overall, number of holds and hatches and draught of the Vessel;

(d) the ETA of the Vessel at the Delivery Point which date shall fall within the Laycan unless otherwise
agreed by the Parties by Notice in Writing;

(e) details of the Vessels agent at the Delivery Point for the purposes of taking delivery of the
Shipment;

(f) the rate of Demurrage which shall not be used as grounds for Vessel rejection; and

(g) any information reasonably requested by Seller, necessary to deliver the documentation described
in clauses 13.5.1 to 13.5.5 of the Base Contract inclusive, or otherwise.

1.3 Buyer shall inform Seller or its agent of the ETA of such Vessel at the Delivery Point by Notice in
Writing 10 days prior to ETA, 7 days prior to ETA, 72 hours prior to ETA, 48 hours prior to ETA and 24
hours prior to ETA

1.4 Buyer shall procure that each Vessel informs the relevant authority at the Delivery Point of the ETA of
the Vessel at the Delivery Point in accordance with Local Rules.

1.5 If Buyer wishes to split the Shipment into multiple Vessels for taking delivery, then Buyer shall inform
Seller of such request not less than the number of Buyer Nomination Days prior to the commencement
of the Delivery Period. Any request after this date shall be granted solely at the discretion of the Seller
and maybe deemed unreasonable

2. Detention of Vessels and Barges

2.1 Seller shall ensure that the Shipment is ready to be loaded on the Vessels arrival and that the loading
berth or anchorage is free. Should the Vessel not be able to load the entire quantity of the Shipment
upon her arrival due to non-availability of cargo, berth or anchorage, Seller shall pay Buyer detention at
the Vessel Demurrage rate for such time lost, provided always that no detention shall be payable prior to
the commencement of the Vessels Laycan.

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2.2 Payment for Barges:

a) The cost of chartering Barges during the first five (5) days of the Laycan (and before commencement
of the Laycan) shall be for Sellers account.

b) Daily hire or demurrage charges for Barges incurred during the last five (5) days of the Laycan (from
the 6th day to expiry on the 10th day) shall be shared equally between Buyer and Seller provided
the Barges do not arrive at the terminal or anchorage point more than 12 hours prior to Vessel
ETA as notified by Buyer to Seller in the 48 hour ETA Notice in Writing.

c) Daily hire or demurrage charges for all/any Barges still being utilised after the expiry of the Laycan
shall be for Buyers account.

d) In the case the Seller owns the Barges, the demurrage rate for all utilised Barges together shall be
deemed equivalent to the Vessels daily Demurrage rate (pro rata for periods where some Barges
are completed and others remain laden).

e) Where Seller has made payment to the Barge owner for any sums that are the responsibility of the
Buyer under the above provisions of this sub-clause, Buyer shall promptly reimburse Seller.

f) Buyers liability under this sub-clause for the payment of hire or demurrage charges for any Barge
ends once the Barge has been unloaded.

2.3 Notwithstanding anything to the contrary in this agreement no demurrage shall be payable under FAS
INDO terms save as provided in this clause.

2.4 For the purposes of Vessel or Barge detention settlement, where either Party so requests, the relevant
Contract for Carriage of Shipment, or a brokers fixture note, evidencing the applicable Demurrage rate
of the Vessel (paragraph 1.2(f) of Schedule E) or hire charges of Barges shall be exchanged between
the Parties.

3. Delivery

3.1 The stevedore or anyone employed by it shall remain the responsibility of Buyer and in no
circumstances shall the stevedore or anyone employed by it be deemed to be the servant of Seller or
of the owner or operator of the Sellers Barge.

3.2 Where loading is at an anchorage, Buyer shall appoint and pay a party to provide for any fendering
required at the Delivery Point and Buyer shall guarantee that such fenders shall be in good condition,
fit for purpose and of suitable dimensions for the task. The party providing the fendering shall remain
the responsibility of Buyer and in no circumstances shall such party or anyone employed by it be
deemed to be the servant of the Seller or of the owner or operator of the Sellers Barge.

4. Weighing/Sampling/Analysis

4.1 The conformity of each Shipment with the Specification shall be assessed by the Primary Laboratory
by analysis of a sample or samples to be taken during loading in accordance with the Standard at the
Delivery Point by the Primary Laboratory using, where available, a mechanical sampler.

4.2 Where the Delivery Point is an anchorage, sampling shall be carried out at the barge loading
apparatus, except in the case of Total Moisture which shall be sampled alongside the Vessel unless
otherwise mutually agreed.

4.3 Buyer shall have the right to request Sublot Analysis, with a restriction of one (1) Sublot Analysis
Certificate per loaded Barge. Requests for Sublot Analysis shall be notified to Seller at least five (5)
Working Days prior to the ETA of the Vessel at the Delivery Point. The Sublot Analysis Certificates
shall be provided to the Buyer within three (3) Working Days of the Buyers Vessel loading or in the

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case of loading at anchorage within three (3) Working Days of Barge loading. The cost of issuing the
Sublot Analysis Certificates shall be for Sellers account.

4.4 The Buyer may have a representative of its own choosing present at all times at the Buyers cost when
coal is being weighed, sampled or analysed

4.5 Where loading is at anchorage the Weight Certificate shall be based on a draft survey of each Barge
performed at the Delivery Point by an independent marine surveyor selected in accordance with
clause 10.1

5. Price, Payment, Netting and Close-Out

5.1 In the case the Buyer has requested Sublot Analysis, provided the weighted average of all the Sublot
Analysis Binding Results is not less than the minimum specified in the Specification, and the variation
in net calorific value does not exceed the limit specified in the Specification, and subject to any
determination of the Final Price in accordance with clauses 11.2 or 11.3, the Base Price shall be
adjusted up or down to determine the Final Price in accordance with the following:

5.1.1 Where the RSS in the Tranaction Summary is INDO A and the weighted average of all the
Sublot Analysis Binding Results is greater than or equal to 5800 kcal/kg, the Final Price (in
USD per tonne) shall be calculated by the following formula:

(NCVAR/6000)*(Base Price); or

5.1.2 Where the RSS in the Transaction Summary is INDO B and the weighted average of all the
Sublot Analysis Binding Results is greater than or equal to 5350 kcal/kg, the Final Price (in
USD per tonne) shall be calculated by the following formula:

(NCVAR/5500)*(Base Price); or

5.1.3 Where the RSS in the Transaction Summary is INDO C and the weighted average of all the
Sublot Analysis Binding Results is greater than or equal to 4600 kcal/kg, the Final Price (in
USD per tonne) shall be calculated by the following formula:

(NCVAR/4900)*(Base Price); or

5.2 In the case the Buyer has not requested Sublot Analysis, provided the Binding Results is not less than
the minimum specified in the Specification, and subject to any determination of the Final Price in
accordance with clauses 11.2 or 11.3 of the Base Contract, the Base Price shall be adjusted up or
down to determine the Final Price in accordance with the following:

5.2.1 Where the RSS in the Transaction Summary is INDO A and the Binding Results is greater
than or equal to 5800 kcal/kg, the Final Price (in USD per tonne) shall be calculated by the
following formula:

(NCVAR/6000)*(Base Price); or

5.2.2 Where the RSS in the Transaction Summary is INDO C and the Binding Results is greater
than or equal to 5350 kcal/kg, the Final Price (in USD per tonne) shall be calculated by the
following formula:

(NCVAR/5500)*(Base Price); or

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5.2.3 Where the RSS in the Transaction Summary is INDO C and the Binding Results is greater
than or equal to 4600 kcal/kg, the Final Price (in USD per tonne) shall be calculated by the
following formula:

(NCVAR/4900)*(Base Price); or

6. Documentation

6.1 The Seller, free of expense to the Buyer, will deliver to the Buyer or its agent the Pemberitahuan
Ekspor Barang (PEB) as required by the Buyer or its agent to arrange the Certificate of Origin and related
documents necessary for loading

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Schedule F: Standard Specification DAP ARA


Origin In respect of each Shipment, one of South Africa (RB), Australia (AUS), Colombia
(COL), Poland (POL) or Russia (RUSS) or United States of America ("US") of
Central Appalachian origin and of substantially uniform quality) at the Sellers option,
but no synthetic fuels (synfuels), petroleum coke (petcoke) or pond fines. Shipments
may not comprise of coals from any other country or from two or more of the
aforementioned countries.
Delivery Point If not decided at time of transaction then at Buyer's option, any of the Amsterdam
(including Ijmuiden), Rotterdam or Antwerp bulk terminals unless nominated pursuant
to paragraph 1.9.4 of this Schedule. Buyer shall be responsible for ensuring sufficient
ground storage capacity available for the entire Quantity of the Transaction if
necessary.
Delivery Basis Delivery shall be on a DAP basis as defined by the Incoterms 2010 Rules unless
otherwise mutually agreed as per paragraph 1.9.1 of this Schedule.
Shipping Tolerance +/- 10%
Specification Shipments must conform entirely to the quality specifications shown below:

For Shipments originating from: RB AUS COL POL RUSS US


1
Calorific Value (kcal/kg NCV) 6,000 6,000 6,000 6,000 6,000 6,000
12% 15% 16% 14% 14% 12%
Total Moisture (as received basis)
(max) (max) (max) (max) (max) (max)
22%
Volatile Matter (as received basis) 24% - 35% 31% - 37% 25% - 32% 26% - 35% 27% - 35%
(min)
15% 15% 12% 15% 15% 15%
Ash (as received basis)
(max) (max) (max) (max) (max) (max)
1% 0.75% 0.85% 1% 0.75% 1%
Sulphur (as received basis)
(max) (max) (max) (max) (max) (max)
2
HGI 45 70 45 70 45 70 45 70 45 70 45 70

Nominal Topsize 50 mm 50 mm 50 mm 50 mm 50 mm 50 mm
3 1,250 1,250 1,150 1,150 1,150 1,300
IDT (degrees celsius)
(min) (min) (min) (min) (min) (min)
12% 7%
Calcium Oxide in ash (dry basis)
(max) (max)
0.15%
Chlorine (as received)
(max)

1.
Calorific Value: Basis 6,000 kcal/kg NCV, minimum 5,750 NCV and with a price
adjustment as specified in paragraph 5.1 of this Schedule.
2.
Hardgrove Grindability Index: Typical, and not to be used for determining whether
or not a Shipment complies with the Specification, not to be taken account of in
determining any adjustment to the Base Price pursuant to clause 11.2 or 11.3, and not
to be used as grounds for rejection pursuant to clause 11.3.
3.
Fusibility of Ash (DT) [Ash Fusion Temperature (initial deformation)]: Measured
in degrees Celsius in a reducing atmosphere.

Cargo Handling For Vessels of 50,000 Metric Tonnes DWT or more, 25,000 Metric Tonnes per WWD
Rate SHINC.
For Vessels of 49,999 Metric Tonnes DWTwt or less, 15,000 Metric Tonnes per WWD
SHINC.
Buyer Nomination Ten (10) days
Days
Seller Nomination Fifteen (15) days prior to the start of the Delivery Period, the information according to
Days 1.3 of this Schedule F.

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Delivery Point Means, where the RSS is DAP ARA, no later than the fifteenth (15th) day of the second
Nomination Date (2nd) calendar month prior to the start of the Delivery Period.
Turntime 12 hours

1. Nominations

1.1 In respect of each Delivery Period, Seller shall give Notice in Writing to Buyer specifying the Origin of
each Shipment in accordance with the DAP ARA RSS, either:

(a) by no later than the Origin Nomination Date; or

(b) within twenty-four (24) hours of the making of a Transaction if the date and time of such
Transaction is after the Origin Nomination Date, and

where the Origin is specified at the making of a Transaction, Seller shall ensure that the Origin of each
Shipment as specified as per this paragraph 1.1 shall match that specified at the time of the Transaction.

1.2 Furthermore, in respect of each Delivery Period, Seller shall give Notice in Writing to Buyer in
accordance with paragraph 1.3 of this Schedule either:

(a) not less than the number of Seller Nomination Days prior to the commencement of the Delivery
Period; or

(b) within twenty-four (24) hours of the making of a Transaction if the date and time of such
Transaction falls less than the number of Seller Nomination Days prior to the commencement of the
Delivery Period.

1.3 Sellers Notice in Writing to Buyer shall specify:

(a) the Origin of each Shipment which shall match that notified in accordance with clause 1.1 of this
schedule;

(b) the name (or designation number and Lloyds number, call-sign and any previous names if
available), age, flag, and DWT of the Vessel being used by Seller to transport the Shipment or, in the
case of Polish or Russian Coal being the nominated Origin, the loadport and Laycan, with Vessel
nomination to follow as soon as possible therafter;

(c) the ETA of Sellers Vessel at the Delivery Point, and

(d) the terms and rates of Demurrage or other similar payment that Buyer may incur as a result of any
delay in the delivery of the Shipment from the Sellers Vessel.

(e) the Primary Laboratory and independent marine surveyor that it intends to use for analysis of
samples and production of the Primary Analysis Certificate. Seller shall nominate the laboratory from
one of the list of approved independent laboratories listed on the globalCOAL website,
http://www.globalcoal.com/scota/labs.cfm. Buyer may reasonably object to the Sellers Primary
Laboratory within three (3) Working Days by way of Notice in Writing and in such case Seller shall
promptly select another Primary Laboratory from the list of approved laboratories which Buyer may not
object to.

(f)The level of the Shipping Tolerance that the Seller has exercised the benefit of at the loadport (or, in
the case the performing Vessel loads after the expiration of Seller Nomination Days, the Shipping
Tolerance shall be communicated at the very latest as soon as loading has been completed at the
loadport and a Bill of Lading for the Shipment has been issued).

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1.4 If Seller wishes to split Shipment into multiple Vessels for making delivery of Shipment, then Seller
shall inform Buyer of such request not less than fifteen (15) days prior to the start of the Delivery
Period. Any request after this date shall be granted solely at the discretion of the Buyer and may be
deemed unreasonable.

1.5 Seller or its agent shall keep Buyer or its agent informed of its estimate of the date and time delivery
should commence and, where the Shipment is to be delivered from Sellers Vessel, Seller shall inform
Buyer or its agent of the ETA of such Vessel at the Delivery Point by Notice in Writing 7 days prior to
ETA, 72 hours prior to ETA, 48 hours prior to ETA and 24 hours prior to ETA, and procure that Sellers
Vessel informs the relevant authority at the Delivery Point of the same.

1.6 In respect of each Delivery Period, Buyer shall give Notice in Writing to Seller specifying the Delivery
Point and specific terminal at Delivery Point of each Shipment in accordance with the DAP ARA RSS,
either:

(a) by no later than the Delivery Point Nomination Date; or

(b) within twenty-four (24) hours of the making of a Transaction if the date and time of such
Transaction is after the Delivery Point Nomination Date, and

where the Delivery Point is specified at the making of a Transaction, Buyer shall ensure that the Delivery Point
of each Shipment as specified as per this paragraph 1.5 shall match that specified at the time of the
Transaction.

1.7 Furthermore, in respect of each Delivery Period, Buyer shall give Notice in Writing to Seller in
accordance with paragraphs 1.7 and 1.8 of this Schedule (where applicable) either:

(a) not less than the number of Buyer Nomination Days prior to the ETA of Sellers Vessel at the
Delivery Point; or

(b) within twenty-four (24) hours of the making of a Transaction if the date and time of such
Transaction falls less than the number of Buyer Nomination Days prior to the commencement of the
Delivery Period.

1.8 Buyers Notice in Writing to Seller shall specify:

(a) the Delivery Point and specific terminal at the Delivery Point as per the nomination in
paragraph 1.6 of this Schedule F;

(b) the Delivery Period in which the Sellers Vessel shall arrive at the discharge port and in all
respects be ready to unload the Shipment;

(c) whether the Shipment is to be delivered to a quayside/stockpile or to a Buyers Vessel(s); and


where the Shipment is to be delivered to Buyers Vessel(s) the details of such Vessel(s)
including name (or designation number), age, flag, and DWT of the ocean going Vessel being
used by Buyer; and

(d) the details of Buyers agent at the Delivery Point

1.9

1.9.1 Notwithstanding anything to the contrary in this paragraph 1, either Party may request a
change to the Delivery Basis as per the DAP ARA RSS, which request shall be sent in writing
to the other Party by no later than the number of Seller Nomination Days prior to the
commencement of the Delivery Period. The other Party shall not unreasonably withhold its
agreement to any such request received within such time period. The terms required to
accommodate such change in the Delivery Basis shall be as mutually agreed between the
Parties.

1.9.2 Once the nomination for each individual element of the nomination process has been made as
per paragraphs 1.1 through 1.7 of this Schedule, the Seller may not change its Origin

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nomination, Vessel nomination and the number of Shipments, the Buyer may not also change
the Delivery Point after each of the above nominations have been given unless mutually
agreed between the Parties.

1.9.3 Seller may only substitute a Vessel by doing so in writing (10) days prior to the start of the
Delivery Period. The Buyer shall have the discretion to accept the Vessel substitution, but
such Vessel substitution shall not unreasonably withheld. The Vessel substitution shall be for
a Vessel of comparable size, deadweight capacity and demurrage and despatch rates. The
ETA of any alternative Vessel shall ensure the delivery of the Shipment shall take place in the
originally specified Delivery Period.

1.9.4 Buyer may nominate a Delivery Point other than the Delivery Points specified in this Schedule
provided that such Delivery Point can accommodate the discharge of the entire Quantity of the
Shipment. An alternative Delivery Point nomination shall be as per paragraphs 1.7 and 1.8 of
this Schedule and shall not be unreasonably withheld. If lightering of any Vessel is required
prior to unloading at the alternative Delivery Point, then the cost of such lightering shall be for
the Buyers account. The Buyer and Seller shall in good faith negotiate a freight differential
from the original Delivery Point to the nominated alternative Delivery Point. Any freight
differential increasing the Final Price shall be the Buyers cost and any freight differential
reducing the Final Price shall be the Buyers benefit. If no agreement on a freight differential
can be reached within 3 Working Days then Buyer shall re-nominate a Delivery Point from one
of the above ARA Delivery Points as specified in this schedule.

1.9.5 Seller shall provide Buyer with loadport analysis if the Buyer so requests and shall not
unreasonably withhold such request. Such request shall be made only prior to the issuing of
the Primary Analysis Certificate at the Delivery Point. The loadport analysis shall have no
bearing on the final and binding Analysis taken at the Delivery Point.

1.9.6 Seller shall procure that the Primary Laboratory issue the Certificate of Analysis to the Seller
and the Buyer by no later than 7 Working Days following the date of completion of cargo
discharge operations at the Delivery Point as stated in the Statement of Facts. If Buyer has not
received the Certificate of Analysis within 7 (seven) Working Days the Buyer shall have the
right to produce its own alternative Certificate of Analysis from one of the Primary Laboratories
referred to in paragraph 1.3 (e). Such alternative Certificate of Analysis will then become the
Primary Analysis Certificate for the purpose of Clause 10 if Buyer has still not received the
Certificate of Analysis from the Seller at the time the Buyer has received the alternative
Certificate of Analysis.

Buyer shall have the right to request multiple Certificates of Analysis, with a restriction of 1
Certificate per 25,000 metric tonne parcel. Requests for multiple Certificates of Analysis shall
be notified to Seller at least five (5) Working days prior to the ETA of the Vessel at the Delivery
Point. The cost of issuing multiple certificates shall be for Buyers account if Buyer has so
requested multiple certificates.

1.9.7 For the avoidance of doubt, the Seller shall bear all the costs and risks involved in bringing the
Shipment to the named place of destination before discharging.

2. Laytime and Demurrage

2.1 If the Vessel tenders a NOR during the Delivery Period time toward Laytime shall commence at the
earlier of:

(a) the expiry of Turntime, or

(b) the actual commencement of unloading provided that, until expiry of Turntime, only time actually
spent unloading shall count toward Laytime;

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2.2 If the Vessel does not tender a NOR deemed valid by the relevant authority at the Delivery Point before
expiry of the Delivery Period, Buyer shall advise Seller promptly by Notice in Writing of its decision, in
its absolute discretion, to:

discharge the Shipment or remainder of the Shipment to a stockpile selected by Buyer provided that,
once so discharged, any further costs (including stockpiling, insurance and any subsequent loading of
the Vessel) which would not reasonably have been incurred had the Vessel tendered its NOR before
the expiry of the, Delivery Period shall be for the account of Seller.

2.4 Demurrage, if any, shall be paid to Seller by Buyer. If however, any delay in discharging the Shipment
from Sellers Vessel is caused by Seller, Seller shall pay to Buyer any Demurrage so incurred.

2.5 For the purposes of Demurrage and/or Despatch settlement, where either Party so requests, the
relevant Contract for Carriage of Shipment, or a brokers fixture note, evidencing the applicable
Demurrage and/or Despatch rates of the Vessel (paragraph 1.3 (d) of Schedule F) shall be exchanged
between the Parties.

2.6

2.6.1 Any time spent or lost for any of the following shall not count toward Laytime or time on Demurrage:

(a) time spent waiting for an appropriate tide (where applicable); or

(b) time spent opening and closing hatches (where applicable) at the commencement and completion
of unloading; or

(c) due to breakdown, inefficiency or any other cause attributable or relating to the Vessel, including
but not limited to her master, officers or crew or to the owners or agent(s) of the Vessel; or

(d) in handling ballast or slops other than concurrently with unloading; or

(e) shifting from anchor-up at the point of anchorage to all-fast at the point of unloading.

2.6.2 Where berthing or unloading of the Vessel is suspended due to bad weather, time shall not count
toward Laytime unless the Vessel is already on Demurrage in which case time will continue to count as
Demurrage.

2.7 In the event of Part-Cargoes:

Demurrage or Despatch as applicable shall be paid in proportion based on the Shipment tonnage as a
percentage of all cargo discharged from the Sellers Vessel at the Delivery Point, and based on
Sellers Vessel turntime being 12 hours, Cargo Handling Rate and the terms of any Demurrage or
Despatch as advised per clause 1.3 (d) of this Schedule F.

3. Delivery

3.1 The stevedore and anyone employed by it shall be under the supervision of the master of the Vessel,
who shall be solely responsible for the stowage of Coal and the actions of the stevedore.

3.2 Buyer shall appoint and pay a party to provide for any fendering required at the Delivery Point and
Buyer shall guarantee that such fenders shall be in good condition, fit for purpose and of suitable
dimensions for the task. The party providing the fendering shall remain the responsibility of Buyer and
in no circumstances shall such party or anyone employed by it be deemed to be the servant of Seller or
of the owner or operator of the Sellers Vessel.

4. Weighing/Sampling/Analysis

4.1 The Weight Certificate shall be based on:

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4.1.1 a draught survey of the Vessel or a draught survey of any Vessel provided by Buyer (as
mutually agreed by Buyer and Seller); or

4.1.2 where draught surveys are not available for the purposes of paragraph 4.1.1 of this Schedule,
inference of the weight of the Shipment based on information available, including but not
limited to equivalent gauging of each Sellers Vessel delivering the Shipment.

5. Price and Payment

5.1 Provided the Binding Results NCV is not less than the minimum specified in the RSS, and subject to
any determination of the Final Price in accordance with clauses 11.2 or 11.3, the Base Price shall be
adjusted up or down to determine the Final Price using the following formula and the Binding Results
NCV:

5.1.1 where the NCV is greater than or equal to 5750 kcal/kg but less than 5800 kcal/kg, the Final
Price (in USD per tonne) shall be calculated by the following formula:

((6000-200+(2*(NCV-5800)))/6000)*(Base Price); or

5.1.2 where the NCV is greater than or equal to 5800 kcal/kg but less than 6900 kcal/kg, the Final
Price (in USD per tonne) shall be calculated by the following formula:

(NCV/6000)*(Base Price); or

5.1.3 where the NCV is greater than or equal to 6900 kcal/kg, the Final Price (in USD per tonne)
shall be calculated by the following formula:

(6900/6000)*(Base Price)

Nothing in this clause 5.1 shall affect Buyers rights of rejection pursuant to clause 11.3 if the Binding Results
NCV is less than the minimum specified in the RSS.

6. Failure to Deliver or Take Delivery

6.1 For the purposes of clause 15.1, a Party may only take the benefit of a Shipping Tolerance to the
extent that:

6.1.1 The Seller has taken the benefit thereof and declared the extent to which it has done so in
accordance with paragraph 1.3.

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Schedule G: Standard Specification NEWC


Origin Australia, but no synthetic fuels (synfuels) or petroleum coke (petcoke).
Delivery Point Port Waratah Coal Services (PWCS), Newcastle, Australia.
Delivery Basis Delivery shall be on a FOB basis.
Shipping +/-10%
Tolerance
Specification Calorific Value: Basis 6,000 kcal/kg NCV (for indication purposes only, approximately
6,700 kcal/kg gross air-dried), minimum 5,850 NCV and with a price adjustment as
specified in paragraph 6.1 of this Schedule.

Total Moisture: Maximum 15.0% (as received basis). *Typical: 10.0% (as received basis)

Volatile Matter: Minimum 27.0% and maximum 35.0% (as received basis)

Ash: Maximum 14.0% (as received basis). *Typical: 13.0% (as received basis)

Sulphur: Maximum 0.75% (as received basis). *Typical: 0.60% (as received basis)

Selenium: Maximum 2.0 ppm (dry basis). *Typical: less than 1.0 ppm (dry basis)

Boron*: 60 ppm (dry basis)

Calcium Oxide in ash: Maximum 7% (dry basis)

Hardgrove Grindability Index*: 45 70

Nominal Topsize: 50 mm

Size restriction*: no more than 30% (by weight) of the Shipment shall pass a 2 millimetre
square mesh screen (not applicable for train assembled cargoes).

*Typical, and not to be used for determining whether or not a Shipment complies with the Specification, not to be
taken account of in determining any adjustment to the Base Price pursuant to clause 11.2 or 11.3 and not to be
used as grounds for rejection pursuant to clause 11.3.
Cargo Handling The minimum Shipment size shall be 15,000 Metric Tonnes (subject to the Shipping
Rate Tolerance) for all Transaction Summaries dated on or before 18:00 GMT on the 4th October
2009. For Transaction Summaries dated after 18:00 GMT on the 4th October 2009 the
minimum Shipment size shall be 25,000 Metric Tonnes (subject to the Shipping Tolerance)
and the Seller shall load Shipment aboard the Vessel at the following average rates per
WWD being a day of twenty-four (24) consecutive hours SHINC.

Tonnes (per paragraph 3.4(b) of this Metric Tonne per WWD


Schedule)
Up to 45,000 10,000
45,001-60,000: 20,000
60,001-75,000: 25,000
75,001-100,000: 30,000
100,001-125,000: 35,000
125,001-150,000: 45,000
150,001 and over: No less than 45,000

Laycan Subject to any shipping regulations applicable at Port Waratah Coal Services (PWCS) or
unless otherwise mutually agreed at least fifteen (15) days before commencement of the
Delivery Period, the Laycan will be fifth (5th) nineteenth (19th) day of the Delivery Period.
Turntime Twelve (12) hours
Buyer Nomination Fifteen (15) days unless otherwise stated in Local Rules
Days

1. Representations, Warranties and Undertakings

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1.1 Buyer represents and warrants that, as at the date of making the Transaction, Buyer is registered or is
not required to be registered under the A New Tax System (Goods and Services Tax) Act 1999" of the
Commonwealth of Australia.

2. Nominations

2.1 In respect of each Delivery Period, Buyer shall give Notice in Writing to Seller either:

(a) not less than the number of Buyer Nomination Days prior to commencement of Laycan and is to be
dispatched by 10:00 hours Sydney time on a Working Day. In any event the Notice in Writing must be
dispatched on the same day it is received. If the Notice in Writing is received after 17:00 in the relevant
time zone of the recipient then it must be dispatched before 10:00 hours on the following Working Day
of the recipients time zone or

(b) within twenty-four (24) hours of the execution of a Transaction if the date and time of such
Transaction falls less than the number of Buyer Nomination Days prior to the commencement of
Laycan

specifying for each Vessel that the Buyer intends to use:

(c) the name (and Lloyds number, call-sign and any previous names if available), age, flag, DWT,
beam, length overall, number of holds and hatches and draught of the Vessel;

(d) the ETA of the Vessel at the Delivery Point which date shall fall within the Laycan unless otherwise
agreed by the Parties by Notice in Writing;

(e) details of the Vessels agent at the Delivery Point for the purposes of taking delivery of the
Shipment;

(f) the rate of Demurrage which shall not be used as grounds for Vessel rejection; and

(g) if Part Cargo terms apply

(h) any information reasonably requested by Seller, necessary to deliver the documentation described
in clauses 13.5.1 to 13.5.5 (including paragraph 5.2 of this Schedule) inclusive, or otherwise.

2.2 Buyer shall procure that each Vessel informs the relevant authority at the Delivery Point of the ETA of
the Vessel at the Delivery Point in accordance with Local Rules.

2.3 Such request in Clause 6.1 should be done by notice in writing prior to the commencement of the
agreed Laycan and five (5) days prior to the commencement of the new Laycan unless otherwise
mutually agreed. A Laycan may not be changed once it has already commenced except for bona fide
shipping delays, which were not known or anticipated at the time of Vessel nomination or prior to the
commencement of Laycan.

2.4 In the case of Vessel substitutions any subsequent change to the rate of Demurrage specified as per
paragraph 2.1 of this Schedule must be mutually agreed. The Vessel may not be substituted once the
agreed Laycan has commenced unless by mutual agreement. Unless a new Demurrage rate is
mutually agreed for the substitute Vessel, the originally nominated Demurrage rate as per paragraph
2.1(f) of this Schedule shall apply.

3. Laytime and Demurrage

3.1.1 If the Vessel tenders a NOR before the commencement of Laycan, time toward Laytime shall
commence at the earlier of:

(a) the expiry of Turntime (Turntime starting at 0001AM on the first day of Laycan); and

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(b) the actual commencement of loading, in which case, (prior to 1201AM local time on the first day of
Laycan), only time actually spent loading the Shipment shall count towards Laytime.

3.1.2 For the period of time during which Newcastle Port Corporation (NPC) operates Phase 3 of Stage 3 of
the VAS, and the Vessels NAT is prior to the commencement of Laycan, time toward Laytime shall
commence at the earlier of:

a) expiry of Turntime (Turntime starting at 0001AM on the first day of the Laycan); or

b) The actual commencement of loading provided that, until expiry of Turntime, only time
actually spent loading shall count toward Laytime.

3.2.1 If the Vessel tenders a NOR during Laycan, time toward Laytime shall commence at the earlier of:

(a) expiry of Turntime; or

(b) the actual commencement of loading provided that, until expiry of Turntime, only time
actually spent loading shall count toward Laytime.

3.2.2 For the period of time during which NPC operates Phase 3 of Stage 3 of the VAS, and the Vessels
NAT falls within Laycan, time toward Laytime shall commence at the earlier of:

a) expiry of Turntime (Turntime means a 12 hour period following NAT); or

b) the actual commencement of loading provided that, until expiry of Turntime, only time
actually spent loading shall count toward Laytime.

3.3 For the purposes of Demurrage and/or Despatch settlement, where either Party so requests, the
relevant Contract for Carriage of Shipment, or a brokers fixture note, evidencing the applicable
Demurrage and/or Despatch rates of the Vessel (paragraph 2.1(f) of Schedule G) shall be exchanged
between the Parties. If the Parties fail to exchange such documents evidencing the Demurrage rate
within 90 days of the bill of lading date, the NEWCF Demurrage and/or Despatch rates shall apply, and
Demurrage and/or Despatch shall be provisionally settled using these rates until such documentation
is provided. The Buyer must provide the relevant Contract for Carriage of Shipment or a brokers
fixture note within 180 days of the bill of lading date. If the Buyer fails to provide the relevant Contract
of Carriage of Shipment within the 180 days, then the NEWCF Demurrage and/or Despatch rates shall
be the final Demurrage and/or Despatch rates to apply.

3.4 In the event of Part-Cargoes:

(a) NOR is to be tendered to Major Shipper and copies of the same are to be provided to the other
shippers. If the relevant authority at the Delivery Point is operating a VAS, then, the Buyer shall inform
the Major Shipper and other shippers of the NAT and ETL promptly after being issued with the NAT
and ETL by the relevant authority at the Delivery Point

(b) When the Vessel is fully loaded at the Delivery Point, the Vessel size as stated in paragraph 2.1(c)
of this Schedule shall determine the Cargo Handling Rate to apply for calculation of Laytime.

Where the Shipment is not loaded into all cargo compartments of the Vessel at the Delivery Point, the
aggregate amount of cargo loaded at the Delivery Point shall determine the Cargo Handling Rate to
apply for calculation of Laytime.

When Coal is loaded into all cargo compartments of the Vessel at the Delivery Point but is not fully
loaded due to restrictions at either the Delivery Point or the discharge port, the Vessel size as stated in
paragraph 2.1 (c) of this Schedule shall determine the Cargo Handling Rate to apply for calculation of
Laytime, unless the amount actually loaded materially differs from the Vessel size in DWT (where the
amount actually loaded is 80% or less of the DWT as stated in paragraph 2.1(c) of this Schedule), in
which case the aggregate amount of cargo loaded at the Delivery Point shall determine the Cargo
Handling Rate to apply for calculation of Laytime.

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(c) Demurrage or Despatch as applicable shall be paid in proportion based on the Shipment tonnage
as a percentage of all cargo loaded onto the Vessel at the Delivery Point calculated such that:

(i) Seller shall have no responsibility for any delay due to the act, neglect or default of
other shippers and such time lost shall not count toward Laytime or time on Demurrage;

(ii) unless a delay in loading or a loading interruption occurs due to Force Majeure, all
Demurrage incurred in respect of the Shipment shall be for the account of Seller.

(iii) any Demurrage incurred not as a result of a delay caused solely by Seller shall be
shared pro rata by reference to tonnage loaded by each shipper on the Vessel.

(d) One shipper, usually the Major Shipper, will be responsible for the preparation of the Statement of
Facts for the combined loading.

The Major Shipper will be responsible for the preparation of the statement of Laytime, Demurrage and
Despatch. Settlement of Despatch and Demurrage shall be the responsibility of each individual
shipper.

3.5

3.5.1 Time spent or lost on account of Force Majeure shall not count toward Laytime (unless the Vessel is on
Demurrage) provided that either:

(a) Seller gives notice pursuant to clause 17.2; or

(b) in case of cumulative interruptions not exceeding 24 hours, upon completion of loading Seller
submits to Buyer a Statement of Facts countersigned by the Vessel's master or Vessel's agent
describing the causes and the periods of such loading interruptions.

3.5.2 If Seller does not give any notice or Statement of Facts to Buyer as required in paragraph 3.5.1 in this
Schedule, the time lost shall count as Laytime and any delay in giving such notice from the beginning
of the interruption shall count as Laytime. However, if an interruption takes place outside ordinary
office hours, notice shall be deemed to be given if it is given by Seller's representative to the Vessel's
representative at the Delivery Point provided that the notice is confirmed as soon as possible on the
next Working Day.

Notwithstanding any stipulations in this paragraph 3.5.2 in this Schedule, Seller shall not deduct from
Laytime any individual period of time lost of less than fifteen (15) minutes duration, howsoever caused.

(a) Operational delays shall count as Laytime if beyond the twenty-four (24) hour allowance stipulated
in paragraph 3.5.1 in this Schedule. Such delays shall include but not be limited to time for reclaimer
movement and changing hatches.

3.5.3 When the actual time loading is interrupted by an interim draught survey, up to fifteen (15) minutes
shall count as Laytime used for each Vessel.

3.5.4 In the event that Seller or Buyer requests a further interim draught survey then the following shall
apply:

(a) actual time consumed in making interim draught surveys requested by Seller shall count as
Laytime used;

(b) actual time consumed in making interim draught surveys requested by a Vessel or Buyer shall not
count as Laytime used.

In order to have a record of the foregoing, the Statement of Facts shall record thereon the time used in
conducting interim draught surveys and at whose request the draught survey was carried out.

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3.5.5 Notwithstanding the provisions of paragraphs 3.5.1, 3.5.2 and 3.5.3,of this Schedule once the Vessel
is on Demurrage, all time lost (including time lost by reason of Force Majeure) shall continuously count
as Demurrage, except for loading stoppages due to the Vessel or its requirements including but not
limited to:

(a) time taken in moving from anchorage to berth (for which purposes the Vessel shall be deemed to
have left its anchorage when the anchor is weighed or the Pilot boards, whichever is later, and to have
berthed when the first line is secured),

(b) de-ballasting (when the Vessel ceases loading operations to enable ballast to be discharged to
allow loading to recommence),

(c) opening and closing of hatches (loading stoppage to allow opening of hatches previously closed by
master or chief officer, due to poor weather conditions or other reasons),

(d) waiting on master's instructions (regarding stow, trim or any other items),

(e) bunkering and provisioning (where loading of the Shipment is stopped to allow loading of
provisions or bunkers),

(f) any delay in entering the port or in the loading of Coal due to the master's decision in view of
weather conditions notwithstanding that port authorities have not closed the port to the Vessel entry or
have not determined that loading should be suspended due to weather conditions; and

(g) any time in obtaining Free Pratique after berthing.

3.5.6 In the event of any stoppage or stoppages arising from any cause continuing for a period of six running
days from the time the Vessel is ready to load, Buyer and Seller shall discuss the situation and use all
reasonable efforts to remedy the situation.

3.5.7 Overtime at the Delivery Point and related extra expenses shall be for the account of Seller unless
ordered by Buyer. Overtime of Vessel's officers and crew shall be borne by Buyer.

3.5.8 The Vessel shall furnish lighting necessary for night work on board the Vessel, and open or close the
hatch covers at its cost.

3.5.9 Warping and shifting of the Vessel: if warping or shifting alongside the wharf is necessary after the
Vessel has berthed, the time required therefore shall be counted as Laytime and all expenses so
incurred shall be borne by Seller provided that, if such warping or shifting is requested by Buyer, such
expenses shall be for the account of Buyer.

3.5.10 Notwithstanding the above, under a Despatch situation, the individual loading interruption(s), of less
than twenty-four hour (24) running hours, shall not count as laytime, provided that Seller shall promptly
submit to Buyer a Statement of Facts countersigned by the Vessel's Master or Vessel's agent
describing the cause(s) and the period(s) of such loading interruption(s) after completion of loading.

Loading interruption(s) stipulated shall include time lost in loading Vessel for:

(1) Due to waiting on delivery at the Loading Port of another shipper's coal, which is to be shipped on
the same Vessel as Seller's coal

(2) Due to the unavailability of labour at the coal terminal

(3) If loading ceases due to mechanical/electrical breakdown to shiploader, conveyor or reclaimer

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4. Delivery

4.1 The stevedore or anyone employed by it shall remain the responsibility of Seller and in no
circumstances shall the stevedore or anyone employed by it be deemed to be the servant of Buyer or
of the owner or operator of the Vessel.

5. Weighing/Sampling/Analysis

5.1 (a) Where the Shipment will be mixed in a stockpile prior to loading with other coal not forming part of
the Shipment, the weight of each Shipment shall be determined by the cumulative weight of the
relevant inbound railcars carrying the Shipment. In the situation where there is an average recorded
train weight or the train weight is not available, the PWCS discharge belt weightometer shall be used in
lieu of the average or unavailable train weight(s);

(b) and Part-Cargoes arise, the results of the Weight Certificate shall be pro-rated using
belt-weightometer measurements taken during loading of the Vessel. Should weightometer readings
be unavailable, determination of the weight of the Shipment shall be by individual draught survey.

5.2 The conformity of each Shipment with the Specification shall be assessed by the Primary Laboratory
by analysis of a sample or samples to be taken during loading or discharge in accordance with the
Standard at the Delivery Point by the Primary Laboratory using, where available, a mechanical
sampler. If the Shipment will be mixed in a stockpile with other coal not forming part of the Shipment,
such samples shall be taken from inbound railcars.

6. Price, Payment, Netting and Close-Out

6.1 Provided the Binding Results NCV is not less than the minimum specified in the RSS, and subject to
any determination of the Final Price in accordance with clauses 11.2 or 11.3, the Base Price shall be
adjusted up or down to determine the Final Price using the following formula and the Binding Results
NCV:

6.1.1 where the NCV is greater than or equal to 5800 kcal/kg but less than 5900 kcal/kg, the
Final Price (in USD per tonne) shall be calculated by the following formula:

((6000-100+(2*(NCV-5900)))/6000)*(Base Price); or

6.1.2 where the NCV is greater than or equal to 5900 kcal/kg, the Final Price (in USD per
tonne) shall be calculated by the following formula:

(NCV/6000)*(Base Price)

Nothing in this clause 6.1 shall affect Buyers rights of rejection pursuant to clause 11.3 if the Binding
Results NCV is less than the minimum specified in the RSS.

6.2 A full set of clean free on board bills of lading showing the quantity of each parcel making up the
Shipment (Three originals and three non-negotiable copies to be processed in accordance with clause
13.6) provided that such bills of lading shall not be required where the Shipment will be mixed in a
stockpile prior to loading with other coal not forming part of the Shipment.

7. Governing Law

7.1 If, at any point after this Agreement has come into force, every existing Transaction and every previous
Transaction under this Agreement specifies the RSS as NEWC or NEWCF or NCIG, then this
Agreement shall be governed by and construed, enforced and performed in accordance with the laws
of New South Wales.

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Schedule H: Standard Specification NEWCF


Origin Australia, but no synthetic fuels (synfuels) or petroleum coke (petcoke).
Delivery Point Port Waratah Coal Services (PWCS), Newcastle, Australia.
Delivery Basis Delivery shall be on a FOB basis.
Shipping +/-10%
Tolerance
Specification Calorific Value: Basis 6,000 kcal/kg NCV (for indication purposes only, approximately
6,700 kcal/kg gross air-dried), minimum 5,850 NCV and with a price adjustment as
specified in paragraph 6.1 of this Schedule.

Total Moisture: Maximum 15.0% (as received basis). *Typical: 10.0% (as received basis)

Volatile Matter: Minimum 27.0% and maximum 35.0% (as received basis)

Ash: Maximum 14.0% (as received basis). *Typical: 13.0% (as received basis)

Sulphur: Maximum 0.75% (as received basis). *Typical: 0.60% (as received basis)

Selenium: Maximum 2.0 ppm (dry basis). *Typical: less than 1.0 ppm (dry basis)

Boron*: 60 ppm (dry basis)

Calcium Oxide in ash: Maximum 7% (dry basis)

Hardgrove Grindability Index*: 45 70

Nominal Topsize: 50 mm

Size restriction*: no more than 30% (by weight) of the Shipment shall pass a 2 millimetre
square mesh screen (not applicable for train assembled cargoes).

*Typical, and not to be used for determining whether or not a Shipment complies with the Specification, not to be
taken account of in determining any adjustment to the Base Price pursuant to clause 11.2 or 11.3, and not to be
used as grounds for rejection pursuant to clause 11.3.
Cargo Handling The minimum Shipment size shall be 15,000 Metric Tonnes (subject to the Shipping
Rate Tolerance) for all Transaction Summaries dated on or before 18:00 GMT on the 4th October
2009. For Transaction Summaries dated after 18:00 GMT on the 4th October 2009 the
minimum Shipment size shall be 25,000 Metric Tonnes (subject to the Shipping Tolerance)
and the Seller shall load Shipment aboard the Vessel at the following average rates per
WWD being a day of twenty-four (24) consecutive hours SHINC.

Tonnes Metric Tonne Demurrage Rate Despatch Rate


(per paragraph 3.4.(b)) per WWD (USD per 24 hour day or pro (USD per 24 hour day or pro
rata for part thereof) rata for part thereof)
Up to 45,000 10,000 6,000 3,000
45,001-60,000: 20,000 11,000 5,500
60,001-75,000: 25,000 12,000 6,000
75,001-100,000: 30,000 14,000 7,000
100,001-125,000: 35,000 16,000 8,000
125,001-150,000: 45,000 18,000 9,000
150,001 and over: 55,000 20,000 10,000

Laycan Subject to any shipping regulations applicable at Port Waratah Coal Services (PWCS) or
unless otherwise mutually agreed at least fifteen (15) days before commencement of the
Delivery Period, the Laycan will be fifth (5th) nineteenth (19th) day of the Delivery Period.
Turntime Twelve (12) hours
Buyer Nomination Fifteen (15) days unless otherwise stated in Local Rules
Days

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1. Representations, Warranties and Undertakings

1.1 Buyer represents and warrants that, as at the date of making the Transaction, Buyer is registered or is
not required to be registered under the A New Tax System (Goods and Services Tax) Act 1999" of the
Commonwealth of Australia.

2. Nominations

2.1 In respect of each Delivery Period, Buyer shall give Notice in Writing to Seller either:

(a) not less than the number of Buyer Nomination Days prior to commencement of Laycan and is to be
dispatched by 10:00 hours Sydney time on a Working Day. In any event the Notice in Writing must be
dispatched on the same day it is received. If the Notice in Writing is received after 17:00 in the relevant
time zone of the recipient then it must be dispatched before 10:00 hours on the following Working Day
of the recipients time zone or

(b) within twenty-four (24) hours of the execution of a Transaction if the date and time of such
Transaction falls less than the number of Buyer Nomination Days prior to the commencement of
Laycan

specifying for each Vessel that the Buyer intends to use:

(c) the name (and Lloyds number, call-sign and any previous names if available), age, flag, DWT,
beam, length overall, number of holds and hatches and draught of the Vessel;

(d) the ETA of the Vessel at the Delivery Point which date shall fall within the Laycan unless otherwise
agreed by the Parties by Notice in Writing;

(e) details of the Vessels agent at the Delivery Point for the purposes of taking delivery of the
Shipment;

(f) the rate of Demurrage which shall not be used as grounds for Vessel rejection; and

(g) if Part Cargo terms apply

(h) any information reasonably requested by Seller, necessary to deliver the documentation described
in clauses 13.5.1 to 13.5.5 (including paragraph 5.2 of this Schedule) inclusive, or otherwise.

2.2 Buyer shall procure that each Vessel informs the relevant authority at the Delivery Point of the ETA of
the Vessel at the Delivery Point in accordance with Local Rules.

2.3 Such request in Clause 6.1 should be done by Notice in Writing prior to the commencement of the
agreed Laycan and five (5) days prior to the commencement of the new Laycan unless otherwise
mutually agreed. A Laycan may not be changed once it has already commenced except for bona fide
shipping delays, which were not known or anticipated at the time of Vessel nomination or prior to the
commencement of Laycan.

3. Laytime and Demurrage

3.1.1 If the Vessel tenders a NOR before the commencement of Laycan, time toward Laytime shall
commence at the earlier of:

(a) the expiry of Turntime (Turntime starting at 0001AM on the first day of Laycan); and

(b) the actual commencement of loading, in which case, (prior to 1201AM local time on the first day
ofLaycan), only time actually spent loading the Shipment shall count towards Laytime.

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3.1.2 For the period of time during which Newcastle Port Corporation (NPC) operates Phase 3 of Stage 3 of
the VAS, and the Vessels NAT is prior to the commencement of Laycan, time toward Laytime shall
commence at the earlier of:

a) expiry of Turntime (Turntime starting at 0001AM on the first day of the Laycan); or

b) The actual commencement of loading provided that, until expiry of Turntime, only time
actually spent loading shall count toward Laytime.

3.2.1 If the Vessel tenders a NOR during Laycan, time toward Laytime shall commence at the earlier of:

(a) expiry of Turntime; or

(b) the actual commencement of loading provided that, until expiry of Turntime, only time actually
spent loading shall count toward Laytime.

3.2.2 For the period of time during which NPC operates Phase 3 of Stage 3 of the VAS, and the Vessels
NAT falls within Laycan, time toward Laytime shall commence on the earlier of:

(a) expiry of Turntime (Turntime means a 12 hour period following NAT); or

(b) the actual commencement of loading provided that, until expiry of Turntime, only time actually
spent loading shall count toward Laytime.

3.4 In the event of Part-Cargoes:

(a)NOR is to be tendered to Major Shipper and copies of the same are to be provided to the other
shippers. If the relevant authority at the Delivery Point is operating a VAS, then, the Buyer shall inform
the Major Shipper and other shippers of the NAT and ETL promptly after being issued with the NAT
and ETL by the relevant authority at the Delivery Point

(b) When the Vessel is fully loaded at the Delivery Point, the Vessel size as stated in clause 2.1(c) of
this schedule shall determine the Cargo Handling Rate to apply for calculation of Laytime.

Where the Shipment is not loaded into all cargo compartments of the Vessel at the Delivery Point, the
aggregate amount of cargo loaded at the Delivery Point shall determine the Cargo Handling Rate to
apply for calculation of Laytime.

When Coal is loaded into all cargo compartments of the Vessel at the Delivery Point but is not fully
loaded due to restrictions at either the Delivery Point or the discharge port, the Vessel size as stated in
clause 2.1 (c) of this schedule shall determine the Cargo Handling Rate to apply for calculation of
Laytime, unless the amount actually loaded materially differs from the Vessel size in DWT, (where the
amount actually loaded is 80% or less of the DWT as stated in paragraph 2.1(c) of this Schedule), in
which case the aggregate amount of cargo loaded at the Delivery Point shall determine the Cargo
Handling Rate to apply for calculation of Laytime.

(c) Demurrage or Despatch as applicable shall be paid in proportion based on the Shipment tonnage
as a percentage of all cargo loaded onto the Vessel at the Delivery Point calculated such that:

(i) Seller shall have no responsibility for any delay due to the act, neglect or default of
other shippers and such time lost shall not count toward Laytime or time on Demurrage;

(ii) unless a delay in loading or a loading interruption occurs due to Force Majeure, all
Demurrage incurred in respect of the Shipment shall be for the account of Seller.

(iii) any Demurrage incurred not as a result of a delay caused solely by Seller shall be
shared pro rata by reference to tonnage loaded by each shipper on the Vessel.

(d) One shipper, usually the Major Shipper, will be responsible for the preparation of the Statement of
Facts for the combined loading.

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The Major Shipper will be responsible for the preparation of the statement of Laytime, Demurrage and
Despatch. Settlement of Despatch and Demurrage shall be the responsibility of each individual
shipper.

3.5.1 Time spent or lost on account of Force Majeure shall not count toward Laytime (unless the Vessel is on
Demurrage) provided that either:

(a) Seller gives notice pursuant to clause 17.2; or

(b) in case of cumulative interruptions not exceeding 24 hours, upon completion of loading Seller
submits to Buyer a Statement of Facts countersigned by the Vessel's master or Vessel's agent
describing the causes and the periods of such loading interruptions.

3.5.2 If Seller does not give any notice or Statement of Facts to Buyer as required in paragraph 3.5.1 in this
Schedule, the time lost shall count as Laytime and any delay in giving such notice from the beginning
of the interruption shall count as Laytime. However, if an interruption takes place outside ordinary
office hours, notice shall be deemed to be given if it is given by Seller's representative to the Vessel's
representative at the Delivery Point provided that the notice is confirmed as soon as possible on the
next Working Day.

Notwithstanding any stipulations in paragraph 3.5.2 in this Schedule, Seller shall not deduct from
Laytime any individual period of time lost of less than fifteen (15) minutes duration, howsoever caused.

(a) Operational delays shall count as Laytime if beyond the twenty-four (24) hour allowance stipulated
in paragraph 3.5.1 in this Schedule. Such delays shall include but not be limited to time for reclaimer
movement and changing hatches.

3.5.3 When the actual time loading is interrupted by an interim draught survey, up to fifteen (15) minutes
shall count as Laytime used for each Vessel.

3.5.4 In the event that Seller or Buyer requests a further interim draught survey then the following shall
apply:

(a) actual time consumed in making interim draught surveys requested by Seller shall count as
Laytime used;

(b) actual time consumed in making interim draught surveys requested by a Vessel or Buyer shall not
count as Laytime used.

In order to have a record of the foregoing, the Statement of Facts shall record thereon the time used in
conducting interim draught surveys and at whose request the draught survey was carried out.

3.5.5 Notwithstanding the provisions of paragraphs 3.5.1, 3.5.2 and 3.5.3 of this Schedule, once the Vessel
is on Demurrage, all time lost (including time lost by reason of Force Majeure) shall continuously count
as Demurrage, except for loading stoppages due to the Vessel or its requirements including but not
limited to:

(a) time taken in moving from anchorage to berth (for which purposes the Vessel shall be deemed to
have left its anchorage when the anchor is weighed or the Pilot boards, whichever is later, and to have
berthed when the first line is secured),

(b) de-ballasting (when the Vessel ceases loading operations to enable ballast to be discharged to
allow loading to recommence),

(c) opening and closing of hatches (loading stoppage to allow opening of hatches previously closed by
master or chief officer, due to poor weather conditions or other reasons),

(d) waiting on master's instructions (regarding stow, trim or any other items),

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(e) bunkering and provisioning (where loading of the Shipment is stopped to allow loading of
provisions or bunkers),

(f) any delay in entering the port or in the loading of Coal due to the master's decision in view of
weather conditions notwithstanding that port authorities have not closed the port to the Vessel entry or
have not determined that loading should be suspended due to weather conditions; and

(g) any time in obtaining Free Pratique after berthing.

3.5.6 In the event of any stoppage or stoppages arising from any cause continuing for a period of six running
days from the time the Vessel is ready to load, Buyer and Seller shall discuss the situation and use all
reasonable efforts to remedy the situation.

3.5.7 Overtime at the Delivery Point and related extra expenses shall be for the account of Seller unless
ordered by Buyer. Overtime of Vessel's officers and crew shall be borne by Buyer.

3.5.8 The Vessel shall furnish lighting necessary for night work on board the Vessel, and open or close the
hatch covers at its cost.

3.5.9 Warping and shifting of the Vessel: if warping or shifting alongside the wharf is necessary after the
Vessel has berthed, the time required therefore shall be counted as Laytime and all expenses so
incurred shall be borne by Seller provided that, if such warping or shifting is requested by Buyer, such
expenses shall be for the account of Buyer.

3.5.10 Notwithstanding the above, under a Despatch situation, the individual loading interruption(s), of less
than twenty-four hour (24) running hours, shall not count as laytime, provided that Seller shall promptly
submit to Buyer a Statement of Facts countersigned by the Vessel's Master or Vessel's agent
describing the cause(s) and the period(s) of such loading interruption(s) after completion of loading.

Loading interruption(s) stipulated shall include time lost in loading Vessel for:

(1) Due to waiting on delivery at the Loading Port of another shipper's coal, which is to be shipped on
the same Vessel as Seller's coal

(2) Due to the unavailability of labour at the coal terminal

(3) If loading ceases due to mechanical/electrical breakdown to shiploader, conveyor or reclaimer

4. Delivery

4.1 The stevedore or anyone employed by it shall remain the responsibility of Seller and in no
circumstances shall the stevedore or anyone employed by it be deemed to be the servant of Buyer or
of the owner or operator of the Vessel.

5. Weighing/Sampling/Analysis

5.1 (a) Where the Shipment will be mixed in a stockpile prior to loading with other coal not forming part of
the Shipment, the weight of each Shipment shall be determined by the cumulative weight of the
relevant inbound railcars carrying the Shipment. In the situation where there is an average recorded
train weight or the train weight is not available, the PWCS discharge belt weightometer shall be used in
lieu of the average or unavailable train weight(s);

(b) and Part-Cargoes arise, the results of the Weight Certificate shall be pro-rated using
belt-weightometer measurements taken during loading of the Vessel. Should weightometer readings
be unavailable, determination of the weight of the Shipment shall be by individual draught survey.

5.2 The conformity of each Shipment with the Specification shall be assessed by the Primary Laboratory
by analysis of a sample or samples to be taken during loading or discharge in accordance with the

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Standard at the Delivery Point by the Primary Laboratory using, where available, a mechanical
sampler. If the Shipment will be mixed in a stockpile with other coal not forming part of the Shipment,
such samples shall be taken from inbound railcars.

6. Price, Payment, Netting and Close-Out

6.1 Provided the Binding Results NCV is not less than the minimum specified in the RSS, and subject to
any determination of the Final Price in accordance with clauses 11.2 or 11.3, the Base Price shall be
adjusted up or down to determine the Final Price using the following formula and the Binding Results
NCV:

6.1.1 where the NCV is greater than or equal to 5800 kcal/kg but less than 5900 kcal/kg, the
Final Price (in USD per tonne) shall be calculated by the following formula:

((6000-100+(2*(NCV-5900)))/6000)*(Base Price); or

6.1.2 where the NCV is greater than or equal to 5900 kcal/kg, the Final Price (in USD per
tonne) shall be calculated by the following formula:

(NCV/6000)*(Base Price)

Nothing in this clause 6.1 shall affect Buyers rights of rejection pursuant to clause 11.3 if the Binding Results
NCV is less than the minimum specified in the RSS.

6.2 A full set of clean free on board bills of lading showing the quantity of each parcel making up the
Shipment (Three originals and three non-negotiable copies to be processed in accordance with clause 13.6)
provided that such bills of lading shall not be required where the Shipment will be mixed in a stockpile prior to
loading with other coal not forming part of the Shipment.

7. Governing Law

7.1 If, at any point after this Agreement has come into force, every existing Transaction and every previous
Transaction under this Agreement specifies the RSS as NEWC or NEWCF or NCIG, then this
Agreement shall be governed by and construed, enforced and performed in accordance with the laws
of New South Wales.

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Schedule I: Standard Specification RB1


Origin South Africa, but no synthetic fuels (synfuels), petroleum coke (petcoke) or pond
fines.
Delivery Point Richards Bay Coal Terminal (RBCT), South Africa.
Delivery Basis Delivery shall be on a FOB basis
Shipping Tolerance +/-10%
Specification Calorific Value: Basis 6,000 kcal/kg NCV, minimum 5,850 NCV and with a price
adjustment as specified in paragraph 4.1 of this Schedule.

Total Moisture: Maximum 12.0% (as received basis)

Volatile Matter: Minimum 22.0% (as received basis)

Ash: Maximum 15% (as received basis)

Sulphur: Maximum 1.00% (as received basis)

Hardgrove Grindability Index: 45 70 (Typical, and not to be used for


determining whether or not a Shipment complies with the Specification, not to be
taken account of in determining any adjustment to the Base Price pursuant to
clause 11.2 or 11.3, and not to be used as grounds for rejection pursuant to clause
11.3.)

Nominal Topsize: 50 mm

Fusibility of Ash (DT) [Ash Fusion Temperature (initial deformation)]:


Minimum of 1,250 degrees Celsius in a reducing atmosphere.

Calcium Oxide in ash: Maximum 12% (dry basis)


Cargo Handling As per Local Rules
Rate
Laycan Subject to Local Rules and unless otherwise mutually agreed at least fifteen (15)
days before commencement of the Delivery Period, the Laycan will be fifth (5th)
nineteenth (19th) day of the Delivery Period
Turntime Eighteen (18) hours
Buyer Nomination As per Local Rules
Days

1. Nominations

1.1 In respect of each Delivery Period, Buyer shall give Notice in Writing to Seller either:

(a) not less than the number of Buyer Nomination Days prior to commencement of Laycan; or

(b) within twenty-four (24) hours of the execution of a Transaction if the date and time of such
Transaction falls less than the number of Buyer Nomination Days prior to the commencement of
Laycan

specifying for each Vessel that the Buyer intends to use:

(c) the name (and Lloyds number, call-sign and any previous names if available), age, flag, DWT,
beam, length overall, number of holds and hatches and draught of the Vessel;

(d) the ETA of the Vessel at the Delivery Point which date shall fall within the Laycan unless otherwise
agreed by the Parties by Notice in Writing;

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(e) details of the Vessels agent at the Delivery Point for the purposes of taking delivery of the
Shipment;

(f) the rate of Demurrage which shall not be used as grounds for Vessel rejection; and

(g) any information reasonably requested by Seller, necessary to deliver the documentation described
in clauses 13.5.1 to 13.5.5 inclusive, or otherwise.

1.2 Buyer shall procure that each Vessel informs the relevant authority at the Delivery Point of the ETA of
the Vessel at the Delivery Point in accordance with Local Rules.

1.3 If the Buyer requests to split a Shipment into multiple Vessels then the Buyer shall inform the Seller of
such request not less than 15 (fifteen) days prior to the start of the delivery period. Any request after
this date shall be granted solely at the discretion of the Seller and may be deemed unreasonable.

2. Laytime and Demurrage

2.1 If the Vessel tenders a NOR before the commencement of Laycan, time toward Laytime shall
commence at the earlier of:

2.1.1 the expiry of Turntime (Turntime starting at 0001AM local time on the first day of Laycan), and

2.1.2 the actual commencement of loading, in which case,

(a) prior to the expiry of Turntime (where Turntime starts at 0001AM local time on the first day
of Laycan); only time actually spent loading the Shipment shall count towards Laytime.

2.2 If the Vessel tenders a NOR during Laycan, time toward Laytime shall commence at the earlier of:

(a) expiry of Turntime; or

(b) the actual commencement of loading provided that, until expiry of Turntime, only time
actually spent loading shall count toward Laytime.

2.3 For the purposes of Demurrage and/or Despatch settlement, where either Party so requests, the
relevant Contract for Carriage of Shipment, or a brokers fixture note, evidencing the applicable
Demurrage and/or Despatch rates of the Vessel (paragraph 1.1(f) for Schedule I) shall be exchanged
between the Parties.

2.4 Any time spent or lost for any of the following shall not count toward Laytime or time on Demurrage:

(a)time spent waiting for an appropriate tide (where applicable); or

(b) time spent opening and closing hatches (where applicable) at the commencement and
completion of loading; or

(c) due to breakdown, inefficiency or any other cause attributable or relating to the Vessel,
including but not limited to her master, officers or crew or tugs or pilots, or to the owners or
agent(s) of the Vessel; or

(d) in handling ballast or slops other than concurrently with loading; or

(e) due to the Delivery Point operator or port authority prohibiting or restricting loading; or

(f) shifting from anchor-up at the point of anchorage to all-fast at the point of loading.

2.5 Where berthing or loading of the Vessel is suspended due to bad weather, time shall not count toward
Laytime unless the Vessel is already on Demurrage in which case time will continue to count as
Demurrage.

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2.6 In the event of Part-Cargoes:

Seller shall not be liable for Demurrage incurred by Buyer as a consequence of any cargo being
loaded on the Vessel apart from the Shipment and time toward Laytime or Demurrage shall be
calculated as follows:

(a) all time used until the instruction is given to commence loading the first parcel on the
Vessel shall be divided between all the parcels loaded at the same Delivery Point, on a
pro-rata basis of each of the parcel tonnages to the total tonnage loaded on board the Vessel;

(b) all time used during the loading of any parcel shall be counted against that parcel; and

(c) all time used between loading of different parcels shall be divided between all the parcels
loaded at the same Delivery Point, on a pro-rata basis of each of the parcel tonnages to the
total tonnage loaded on board the Vessel. Time used between the loading of parcels shall be
deemed to be time from completion of the draught survey of the parcel just loaded to the time
of commencement of loading of the following parcel.

(d) where the relevant Cargo Handling Rate is determined by reference to a loading scale, the
Vessels total intake at the Delivery Point shall be used to determine the applicable Cargo
Handling Rate.

3. Delivery

3.1 The stevedore or anyone employed by it shall remain the responsibility of Seller and in no
circumstances shall the stevedore or anyone employed by it be deemed to be the servant of Buyer or
of the owner or operator of the Vessel.

4. Price, Payment, Netting and Close-Out

4.1 Provided the Binding Results NCV is not less than the minimum specified in the RSS, and subject to
any determination of the Final Price in accordance with clauses 11.2 or 11.3, the Base Price shall be
adjusted up or down to determine the Final Price using the following formula and the Binding Results
NCV:

4.1.1 where the NCV is greater than or equal to 5800 kcal/kg but less than 5900 kcal/kg, the Final
Price (in USD per tonne) shall be calculated by the following formula:

((6000-100+(2*(NCV-5900)))/6000)*(Base Price); or

4.1.2 where the NCV is greater than or equal to 5900 kcal/kg, the Final Price (in USD per tonne)
shall be calculated by the following formula:

(NCV/6000)*(Base Price)

Nothing in this paragraph 4.1 shall affect Buyers rights of rejection pursuant to clause 11.3 if the
Binding Results NCV is less than the minimum specified in the RSS.

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Schedule J: Standard Specification RB2


Origin South Africa, but no synthetic fuels (synfuels), petroleum coke (petcoke) or pond
fines.
Delivery Point Richards Bay Coal Terminal (RBCT), South Africa.
Delivery Basis Delivery shall be on a FOB basis
Shipping Tolerance +/-10%
Specification Calorific Value: Basis 6,000 kcal/kg NCV, minimum 5,850 NCV and with a price
adjustment as specified in paragraph 4.1 of this Schedule.

Total Moisture: Maximum 12.0% (as received basis)

Volatile Matter: Minimum 25.0% (as received basis)

Ash: Maximum 15.0% (as received basis)

Sulphur: Maximum 1.00% (as received basis)

Hardgrove Grindability Index: 45 70 (Typical, and not to be used for


determining whether or not a Shipment complies with the Specification, not to be
taken account of in determining any adjustment to the Base Price pursuant to
clause 11.2 or 11.3, and not to be used as grounds for rejection pursuant to clause
11.3.)

Nominal Topsize: 50 mm

Fusibility of Ash (DT) [Ash Fusion Temperature (initial deformation)]:


Minimum of 1,250 degrees Celsius in a reducing atmosphere.

Calcium Oxide in ash: Maximum 12% (dry basis)


Cargo Handling As per Local Rules
Rate
Laycan Subject to Local Rules, and unless otherwise mutually agreed at least fifteen (15)
days before commencement of the Delivery Period, the Laycan will be fifth (5th)
nineteenth (19th) day of the Delivery Period
Turntime Eighteen (18) hours
Buyer Nomination As per Local Rules
Days

1. Nominations

1.1 In respect of each Delivery Period, Buyer shall give Notice in Writing to Seller either:

(a) not less than the number of Buyer Nomination Days prior to commencement of Laycan; or

(b) within twenty-four (24) hours of the execution of a Transaction if the date and time of such
Transaction falls less than the number of Buyer Nomination Days prior to the commencement of
Laycan

specifying for each Vessel that the Buyer intends to use:

(c) the name (and Lloyds number, call-sign and any previous names if available), age, flag, DWT,
beam, length overall, number of holds and hatches and draught of the Vessel;

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(d) the ETA of the Vessel at the Delivery Point which date shall fall within the Laycan unless otherwise
agreed by the Parties by Notice in Writing;

(e) details of the Vessels agent at the Delivery Point for the purposes of taking delivery of the
Shipment;

(f) the rate of Demurrage which shall not be used as grounds for Vessel rejection; and

(g) any information reasonably requested by Seller, necessary to deliver the documentation described
in clauses 13.5.1 to 13.5.5 inclusive, or otherwise.

1.2 Buyer shall procure that each Vessel informs the relevant authority at the Delivery Point of the ETA of
the Vessel at the Delivery Point in accordance with Local Rules.

1.3 If the Buyer requests to split a Shipment into multiple Vessels then the Buyer shall inform the Seller of
such request not less than 15 (fifteen) days prior to the start of the delivery period. Any request after
this date shall be granted solely at the discretion of the Seller and may be deemed unreasonable.

2. Laytime and Demurrage

2.1 If the Vessel tenders a NOR before the commencement of Laycan, time toward Laytime shall
commence at the earlier of:

2.1.1 the expiry of Turntime (Turntime starting at 0001AM local time on the first day of Laycan), and

2.1.2 the actual commencement of loading, in which case,

(a) prior to the expiry of Turntime (where Turntime starts at 0001AM local time on the first day
of Laycan); only time actually spent loading the Shipment shall count towards Laytime.

2.2 If the Vessel tenders a NOR during Laycan, time toward Laytime shall commence at the earlier of:

(a) expiry of Turntime; or

(b) the actual commencement of loading provided that, until expiry of Turntime, only time
actually spent loading shall count toward Laytime.

2.3 For the purposes of Demurrage and/or Despatch settlement, where either Party so requests, the
relevant Contract for Carriage of Shipment, or a brokers fixture note, evidencing the applicable
Demurrage and/or Despatch rates of the Vessel (paragraph 1.1(f) for Schedule J) shall be exchanged
between the Parties.

2.4 Any time spent or lost for any of the following shall not count toward Laytime or time on Demurrage:

(a)time spent waiting for an appropriate tide (where applicable); or

(b) time spent opening and closing hatches (where applicable) at the commencement and
completion of loading; or

(c) due to breakdown, inefficiency or any other cause attributable or relating to the Vessel,
including but not limited to her master, officers or crew or tugs or pilots, or to the owners or
agent(s) of the Vessel; or

(d) in handling ballast or slops other than concurrently with loading; or

(e) due to the Delivery Point operator or port authority prohibiting or restricting loading; or

(f) shifting from anchor-up at the point of anchorage to all-fast at the point of loading.

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2.5 Where berthing or loading of the Vessel is suspended due to bad weather, time shall not count toward
Laytime unless the Vessel is already on Demurrage in which case time will continue to count as
Demurrage.

2.6 In the event of Part-Cargoes:

Seller shall not be liable for Demurrage incurred by Buyer as a consequence of any cargo being
loaded on the Vessel apart from the Shipment and time toward Laytime or Demurrage shall be
calculated as follows:

(a) all time used until the instruction is given to commence loading the first parcel on the
Vessel shall be divided between all the parcels loaded at the same Delivery Point, on a
pro-rata basis of each of the parcel tonnages to the total tonnage loaded on board the Vessel;

(b) all time used during the loading of any parcel shall be counted against that parcel; and

(c) all time used between loading of different parcels shall be divided between all the parcels
loaded at the same Delivery Point, on a pro-rata basis of each of the parcel tonnages to the
total tonnage loaded on board the Vessel. Time used between the loading of parcels shall be
deemed to be time from completion of the draught survey of the parcel just loaded to the time
of commencement of loading of the following parcel.

(d) where the relevant Cargo Handling Rate is determined by reference to a loading scale, the
Vessels total intake at the Delivery Point shall be used to determine the applicable Cargo
Handling Rate.

3. Delivery

3.1 The stevedore or anyone employed by it shall remain the responsibility of Seller and in no
circumstances shall the stevedore or anyone employed by it be deemed to be the servant of Buyer or
of the owner or operator of the Vessel.

4. Price, Payment, Netting and Close-Out

4.1 Provided the Binding Results NCV is not less than the minimum specified in the RSS, and subject to
any determination of the Final Price in accordance with clauses 11.2 or 11.3, the Base Price shall be
adjusted up or down to determine the Final Price using the following formula and the Binding Results
NCV:

4.1.1 where the NCV is greater than or equal to 5800 kcal/kg but less than 5900 kcal/kg, the Final
Price (in USD per tonne) shall be calculated by the following formula:

((6000-100+(2*(NCV-5900)))/6000)*(Base Price); or

4.1.2 where the NCV is greater than or equal to 5900 kcal/kg, the Final Price (in USD per tonne)
shall be calculated by the following formula:

(NCV/6000)*(Base Price)

Nothing in this clause 4.1 shall affect Buyers rights of rejection pursuant to paragraph 11.3 if the
Binding Results NCV is less than the minimum specified in the RSS.

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Schedule K: Standard Specification NCIG


Origin Australia, but no synthetic fuels (synfuels) or petroleum coke (petcoke).
Delivery Point Newcastle Coal Infrastructure Group (NCIG), Newcastle, Australia.
Delivery Basis Delivery shall be on a FOB basis.
Shipping +/-10%
Tolerance
Specification Calorific Value: Basis 6,000 kcal/kg NCV (for indication purposes only, approximately
6,700 kcal/kg gross air-dried), minimum 5,850 NCV and with a price adjustment as
specified in paragraph 5.1 of this Schedule.

Total Moisture: Maximum 15.0% (as received basis). *Typical: 10.0% (as received basis)

Volatile Matter: Minimum 27.0% and maximum 35.0% (as received basis)

Ash: Maximum 14.0% (as received basis). *Typical: 13.0% (as received basis)

Sulphur: Maximum 0.75% (as received basis). *Typical: 0.60% (as received basis)

Selenium: Maximum 2.0 ppm (dry basis). *Typical: less than 1.0 ppm (dry basis)

Boron*: 60 ppm (dry basis)

Calcium Oxide in ash: Maximum 7% (dry basis)

Hardgrove Grindability Index*: 45 70

Nominal Topsize: 50 mm

Size restriction*: no more than 30% (by weight) of the Shipment shall pass a 2 millimetre
square mesh screen.

*Typical, and not to be used for determining whether or not a Shipment complies with the Specification, not to be
taken account of in determining any adjustment to the Base Price pursuant to clause 11.2 or 11.3 and not to be
used as grounds for rejection pursuant to clause 11.3.
Cargo Handling The minimum Shipment size shall be twenty five thousand (25,000) Metric Tonnes (subject
Rate to the Shipping Tolerance) and the Seller shall load Shipment aboard the Vessel at the
following average rates per WWD being a day of twenty-four (24) consecutive hours
SHINC.

Tonnes Metric Tonne per WWD


Up to 45,000 10,000
45,001-60,000: 20,000
60,001-75,000: 25,000
75,001-100,000: 30,000
100,001-125,000: 35,000
125,001-150,000: 45,000
150,001 and over: No less than 45,000

Laycan Subject to any shipping regulations applicable at Newcastle Coal Infrastructure Group
(NCIG) or unless otherwise mutually agreed at least fifteen (15) days before
commencement of the Delivery Period, the Laycan will be fifth (5th) nineteenth (19th) day
of the Delivery Period.
Turntime Twelve (12) hours
Buyer Nomination Fifteen (15) days unless otherwise stated in Local Rules
Days

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1. Representations, Warranties and Undertakings

1.1 Buyer represents and warrants that, as at the date of making the Transaction, Buyer is registered or is
not required to be registered under the A New Tax System (Goods and Services Tax) Act 1999" of the
Commonwealth of Australia.

2. Nominations

2.1 In respect of each Delivery Period, Buyer shall give Notice in Writing to Seller either:

(a) not less than the number of Buyer Nomination Days prior to commencement of Laycan and is to be
dispatched by 10:00 hours Sydney time on a Working Day. In any event the Notice in Writing must be
dispatched on the same day it is received. If the Notice in Writing is received after 17:00 in the relevant
time zone of the recipient then it must be dispatched before 10:00 hours on the following Working Day
of the recipients time zone; or

(b) within twenty-four (24) hours of the execution of a Transaction if the date and time of such
Transaction falls less than the number of Buyer Nomination Days prior to the commencement of
Laycan

specifying for each Vessel that the Buyer intends to use:

(c) the name (and Lloyds number, call-sign and any previous names if available), port of registry, age,
flag, DWT, beam, length overall, number and type of holds and hatches, draught, gangway type,
bridge position, deballast time, deck gear number (if applicable), type of mooring lines;

(d) the ETA of the Vessel at the Delivery Point which date shall fall within the Laycan unless otherwise
agreed by the Parties by Notice in Writing;

(e) details of the Vessels agent at the Delivery Point for the purposes of taking delivery of the
Shipment;

(f) the rate of Demurrage which shall not be used as grounds for Vessel rejection; and

(g) any information reasonably requested by Seller, necessary to deliver the documentation described
in clauses 13.5.1 to 13.5.5 inclusive, or otherwise.

2.2 Buyer shall procure that each Vessel informs the relevant authority at the Delivery Point of the ETA of
the Vessel at the Delivery Point in accordance with Local Rules.

2.3 If the Buyer requests to split a Shipment into multiple Vessels then the Buyer shall inform the Seller of
such request not less than 15 (fifteen) days prior to the start of the Delivery Period. Any request after
this date shall be granted solely at the discretion of the Seller and may be deemed unreasonable.

2.4 Such request in Clause 6.1 should be done by notice in writing prior to the commencement of the
agreed Laycan and five (5) days prior to the commencement of the new Laycan unless otherwise
mutually agreed. A Laycan may not be changed once it has already commenced except for bona fide
shipping delays, which were not known or anticipated at the time of Vessel nomination or prior to the
commencement of Laycan.

2.5 In the case of Vessel substitutions any subsequent change to the rate of Demurrage specified as per
paragraph 2.1 of this Schedule must be mutually agreed. The Vessel may not be substituted once the
agreed Laycan has commenced unless by mutual agreement. Unless a new Demurrage rate is
mutually agreed for the substitute Vessel, the originally nominated Demurrage rate as per paragraph
2.1(f) of this Schedule shall apply.

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3. Laytime and Demurrage

3.1.1 If the Vessel tenders a NOR before the commencement of Laycan, time toward Laytime shall
commence at the earlier of:

(a) the expiry of Turntime (Turntime starting at 0001AM on the first day of Laycan); and

(b) the actual commencement of loading, in which case, (prior to 1201AM local time on the first day of
Laycan) only time actually spent loading the Shipment shall count towards Laytime.

3.1.2 For the period of time during which Newcastle Port Corporation (NPC) operates Phase 3 of Stage 3 of
the VAS, and the Vessels NAT is prior to the commencement of Laycan, time toward Laytime shall
commence at the earlier of:

a) expiry of Turntime (Turntime starting at 0001AM on the first day of the Laycan); or

b) The actual commencement of loading provided that, until expiry of Turntime, only time
actually spent loading shall count toward Laytime.

3.2.1 If the Vessel tenders a NOR during Laycan, time toward Laytime shall commence at the earlier of:

(a) expiry of Turntime; or

(b) the actual commencement of loading provided that, until expiry of Turntime, only time
actually spent loading shall count toward Laytime.

3.2.2 For the period of time during which NPC operates Phase 3 of Stage 3 of the VAS, and the Vessels
NAT falls within Laycan, time toward Laytime shall commence at the earlier of:

a) expiry of Turntime (Turntime means a 12 hour period following NAT); or

b) the actual commencement of loading provided that, until expiry of Turntime, only time
actually spent loading shall count toward Laytime.

3.3 For the purposes of Demurrage and/or Despatch settlement, where either Party so requests, the
relevant Contract for Carriage of Shipment, or a brokers fixture note, evidencing the applicable
Demurrage and/or Despatch rates of the Vessel (paragraph 2.1(f)) shall be exchanged between the
Parties. If the Parties fail to exchange such documents evidencing the Demurrage rate within 90 days
of the bill of lading date, the NEWCF Demurrage and/or Despatch rates shall apply, and Demurrage
and/or Despatch shall be provisionally settled using these rates until such documentation is provided.
The Buyer must provide the relevant Contract for Carriage of Shipment or a brokers fixture note within
180 days of the bill of lading date. If the Buyer fails to provide the relevant Contract of Carriage of
Shipment within the 180 days, then the NEWCF Demurrage and/or Despatch rates shall be the final
Demurrage and/or Despatch rates to apply.

3.4 In the event of Part-Cargoes:

(a) NOR is to be tendered to Major Shipper and copies of the same are to be provided to the other
shippers. If the relevant authority at the Delivery Point is operating a VAS, then, the Buyer shall inform
the Major Shipper and other shippers of the NAT and ETL promptly after being issued with the NAT
and ETL by the relevant authority at the Delivery Point

(b) When the Vessel is fully loaded at the Delivery Point, the Vessel size as stated in paragraph 2.1(c)
of this Schedule shall determine the Cargo Handling Rate to apply for calculation of Laytime.

Where the Shipment is not loaded into all cargo compartments of the Vessel at the Delivery Point, the
aggregate amount of cargo loaded at the Delivery Point shall determine the Cargo Handling Rate to
apply for calculation of Laytime.

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When Coal is loaded into all cargo compartments of the Vessel at the Delivery Point but is not fully
loaded due to restrictions at either the Delivery Point or the discharge port, the Vessel size as stated in
paragraph 2.1 (c) of this Schedule shall determine the Cargo Handling Rate to apply for calculation of
Laytime, unless the amount actually loaded materially differs from the Vessel size in DWT (where the
amount actually loaded is 80% or less of the DWT as stated in paragraph 2.1(c) of this Schedule), in
which case the aggregate amount of cargo loaded at the Delivery Point shall determine the Cargo
Handling Rate to apply for calculation of Laytime.

(c) Demurrage or Despatch as applicable shall be paid in proportion based on the Shipment tonnage
as a percentage of all cargo loaded onto the Vessel at the Delivery Point calculated such that:

(i) Seller shall have no responsibility for any delay due to the act, neglect or default of
other shippers and such time lost shall not count toward Laytime or time on Demurrage;

(ii) unless a delay in loading or a loading interruption occurs due to Force Majeure, all
Demurrage incurred in respect of the Shipment shall be for the account of Seller.

(iii) any Demurrage incurred not as a result of a delay caused solely by Seller shall be
shared pro rata by reference to tonnage loaded by each shipper on the Vessel.

(d) One shipper, usually the Major Shipper, will be responsible for the preparation of the Statement of
Facts for the combined loading.

The Major Shipper will be responsible for the preparation of the statement of Laytime, Demurrage and
Despatch. Settlement of Despatch and Demurrage shall be the responsibility of each individual
shipper.

3.5.1 Time spent or lost on account of Force Majeure shall not count toward Laytime (unless the Vessel is on
Demurrage) provided that either:

(a) Seller gives notice pursuant to clause 17.2; or

(b) in case of cumulative interruptions not exceeding 24 hours, upon completion of loading Seller
submits to Buyer a Statement of Facts countersigned by the Vessel's master or Vessel's agent
describing the causes and the periods of such loading interruptions.

3.5.2 If Seller does not give any notice or Statement of Facts to Buyer as required in paragraph 3.5.1 in this
Schedule, the time lost shall count as Laytime and any delay in giving such notice from the beginning
of the interruption shall count as Laytime. However, if an interruption takes place outside ordinary
office hours, notice shall be deemed to be given if it is given by Seller's representative to the Vessel's
representative at the Delivery Point provided that the notice is confirmed as soon as possible on the
next Working Day.

Notwithstanding any stipulations in this paragraph 3.5.2 in this Schedule, Seller shall not deduct from
Laytime any individual period of time lost of less than fifteen (15) minutes duration, howsoever caused.

(a) Operational delays shall count as Laytime if beyond the twenty-four (24) hour allowance stipulated
in paragraph 3.5.1 in this Schedule. Such delays shall include but not be limited to time for reclaimer
movement and changing hatches.

3.5.3 When the actual time loading is interrupted by an interim draught survey, up to fifteen (15) minutes
shall count as Laytime used for each Vessel.

3.5.4 In the event that Seller or Buyer requests a further interim draught survey then the following shall
apply:

(a) actual time consumed in making interim draught surveys requested by Seller shall count as
Laytime used;

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(b) actual time consumed in making interim draught surveys requested by a Vessel or Buyer shall not
count as Laytime used.

In order to have a record of the foregoing, the Statement of Facts shall record thereon the time used in
conducting interim draught surveys and at whose request the draught survey was carried out.

3.5.5 Notwithstanding the provisions of paragraphs 3.5.1, 3.5.2 and 3.5.3,of this Schedule once the Vessel
is on Demurrage, all time lost (including time lost by reason of Force Majeure) shall continuously count
as Demurrage, except for loading stoppages due to the Vessel or its requirements including but not
limited to:

(a) time taken in moving from anchorage to berth (for which purposes the Vessel shall be deemed to
have left its anchorage when the anchor is weighed or the Pilot boards, whichever is later, and to have
berthed when the first line is secured),

(b) de-ballasting (when the Vessel ceases loading operations to enable ballast to be discharged to
allow loading to recommence),

(c) opening and closing of hatches (loading stoppage to allow opening of hatches previously closed by
master or chief officer, due to poor weather conditions or other reasons),

(d) waiting on master's instructions (regarding stow, trim or any other items),

(e) bunkering and provisioning (where loading of the Shipment is stopped to allow loading of
provisions or bunkers),

(f) any delay in entering the port or in the loading of Coal due to the master's decision in view of
weather conditions notwithstanding that port authorities have not closed the port to the Vessel entry or
have not determined that loading should be suspended due to weather conditions; and

(g) any time in obtaining Free Pratique after berthing.

3.5.6 In the event of any stoppage or stoppages arising from any cause continuing for a period of six running
days from the time the Vessel is ready to load, Buyer and Seller shall discuss the situation and use all
reasonable efforts to remedy the situation.

3.5.7 Overtime at the Delivery Point and related extra expenses shall be for the account of Seller unless
ordered by Buyer. Overtime of Vessel's officers and crew shall be borne by Buyer.

3.5.8 The Vessel shall furnish lighting necessary for night work on board the Vessel, and open or close the
hatch covers at its cost.

3.5.9 Warping and shifting of the Vessel: if warping or shifting alongside the wharf is necessary after the
Vessel has berthed, the time required therefore shall be counted as Laytime and all expenses so
incurred shall be borne by Seller provided that, if such warping or shifting is requested by Buyer, such
expenses shall be for the account of Buyer.

3.5.10 Notwithstanding the above, under a Despatch situation, the individual loading interruption(s), of less
than twenty-four hour (24) running hours, shall not count as laytime, provided that Seller shall promptly
submit to Buyer a Statement of Facts countersigned by the Vessel's Master or Vessel's agent
describing the cause(s) and the period(s) of such loading interruption(s) after completion of loading.

Loading interruption(s) stipulated shall include time lost in loading Vessel for:

(1) Due to waiting on delivery at the Loading Port of another shipper's coal, which is to be shipped on
the same Vessel as Seller's coal

(2) Due to the unavailability of labour at the coal terminal

(3) If loading ceases due to mechanical/electrical breakdown to shiploader, conveyor or reclaimer

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4. Delivery

4.1 The stevedore or anyone employed by it shall remain the responsibility of Seller and in no
circumstances shall the stevedore or anyone employed by it be deemed to be the servant of Buyer or
of the owner or operator of the Vessel.

5. Price, Payment, Netting and Close-Out

5.1 Provided the Binding Results NCV is not less than the minimum specified in the RSS, and subject to
any determination of the Final Price in accordance with clauses 11.2 or 11.3, the Base Price shall be
adjusted up or down to determine the Final Price using the following formula and the Binding Results
NCV:

5.1.1 where the NCV is greater than or equal to 5800 kcal/kg but less than 5900 kcal/kg, the Final
Price (in USD per tonne) shall be calculated by the following formula:

((6000-100+(2*(NCV-5900)))/6000)*(Base Price); or

5.1.2 where the NCV is greater than or equal to 5900 kcal/kg, the Final Price (in USD per tonne)
shall be calculated by the following formula:

(NCV/6000)*(Base Price)

Nothing in this paragraph 5.1 shall affect Buyers rights of rejection pursuant to clause 11.3 if the
Binding Results NCV is less than the minimum specified in the RSS.

6. Governing Law

6.1 If, at any point after this Agreement has come into force, every existing Transaction and every previous
Transaction under this Agreement specifies the RSS as NEWC or NEWCF or NCIG, then this
Agreement shall be governed by and construed, enforced and performed in accordance with the laws
of New South Wales.

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Appendix 1: Standard Close-Out Agreement for Coal [Insert


reference number]
[This form of agreement is drafted to operate where the Delivery Period is a calendar month and where a single
settlement month is specified rather than multiple months. If the Parties require the agreement to cover more
than one Delivery Period, or if the Transaction concerned has a weekly Delivery Period, the form of agreement
will need to be amended.]

This agreement is made between:

[Insert name, address and, unless Settlement Agent is nominated, bank account details of each party in the
Circle]

each a Party and collectively the Parties.

In this agreement the following terms shall have the meanings set out below:

Base Price means the price to be paid by a Buyer under a Physical Agreement in
relation to the Settlement Tonnes for delivery in the Settlement Month
expressed in United States Dollars per metric tonne and expressed using
a basis of 6,000 kilocalories per kilogram on a net as received basis (or
where the RSS is INDO B 5,500 kilocalories per kilogram on a net as
received basis or where the RSS is INDO C 4,900 kilocalories per
kilogram on a net as received basis)

Buyer means a Party who is a buyer of coal under a Physical Agreement


Circle means the series of obligations under Physical Agreements to make and
take delivery of shipments of coal which are shown by any party to form a
continuous circle of such obligations between the Parties
Expert means [insert name of expert]
Physical Agreement means each bilateral agreement between sequential Parties in the Circle
relating to the sale and purchase in the Settlement Month of a quantity of
physical coal equal to or greater than Settlement Tonnes
Seller means a Party who is a supplier of coal under a Physical Agreement
Settlement Agent means [insert name and bank account details of settlement agent if
applicable]
Settlement Amount has the meaning specified in clause 4 (including paragraph 1 of
Schedules G and H as applicable)
Settlement Month means [insert relevant calendar month]
Settlement Price means [insert price in USD per metric tonne as agreed between the
Parties, basis 6,000 kcal/kg NAR]
Settlement Tonnes means [insert number of Metric Tonnes]
Working Day means any day (other than Saturday and Sunday) on which banks in the
countries of Buyer and Seller are generally open for business

1. Each Party confirms that it has entered into:

1.1 a Physical Agreement to purchase the number of Settlement Tonnes in the Settlement Month from
a Party; and

1.2 a Physical Agreement to supply the number of Settlement Tonnes in the Settlement Month to a
Party.

2. The Parties hereby agree to forego their respective rights and obligations relating to physical delivery of
Settlement Tonnes in the Settlement Month under Physical Agreements (including but not limited to the
rights and obligations to receive and make payments in respect thereof) and to substitute such rights
and obligations with this Agreement.

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3. Each Party shall calculate one Settlement Amount for the Physical Agreement where it acts as Buyer
and one Settlement Amount for the Physical Agreement where it acts as Seller.

4. Each Settlement Amount shall be calculated by multiplying Settlement Tonnes by the amount obtained
by deducting the Settlement Price from the Base Price.

5. Where the Settlement Amount in respect of a Physical Agreement is positive, the Buyer shall pay the
Settlement Amount (together with any applicable taxes as referred to in clause 7) by telegraphic transfer
to the Seller (or, where a Settlement Agent is specified, the Settlement Agent)

6. Where the Settlement Amount in respect of a Physical Agreement is negative, the Seller shall pay the
absolute value of the Settlement Amount (together with any applicable taxes as referred to in clause 7
(including paragraph 2 of Schedules A, B, C, D, E, F, I, J and paragraph 3 of Schedules G, H and K as
applicable)) by telegraphic transfer to the Buyer (or, where a Settlement Agent is specified, the
Settlement Agent).

7. Any payments due pursuant to clauses 5 or 6 (including paragraph 1 of Schedules A, B, C, D, E, F, I, J


and paragraph 2 of Schedules G, H and K as applicable) shall be made no later than three (3) Working
Days after this agreement becomes effective and the Parties shall issue invoices and pay relevant taxes
as required by applicable law.

8. Any delay in making payment pursuant to clauses 5 or 6 (including paragraph 1 of Schedules A, B, C, D,


E, F, I, J and paragraph 2 of Schedules G, H and K as applicable) shall result in interest at a rate of
LIBOR plus 2.0% being applied to any outstanding amount until such amount, together with applicable
interest, is received. For the purposes of this clause, LIBOR shall mean the one (1) month London
Inter-bank Offered Rate for United States Dollars from time to time as quoted by Reuters at 11:00AM
(GMT) on the first day of such period or if no such rate is then quoted, on the next succeeding day on
which such rate is so quoted.

9. Any party making a payment pursuant to clause 5 or 6 (including paragraph 1 of Schedules A, B, C, D, E,


F, I, J and paragraph 2 of Schedules G, H and K as applicable) shall promptly furnish the party to whom
it makes such payment with a statement showing the calculation of the Settlement Amount including any
calorific value conversion where the basis of the Physical Agreement is not 6,000 kilocalories per
kilogram on a net as received basis. Any dispute relating to the calculation of the Settlement Amount
shall be referred to the Expert whose finding shall be final and binding on the respective Buyer and
Seller. The cost of the Expert shall be borne by the party whose calculation, in the opinion of the Expert,
least reflects the finding of the Expert.

10. Save to the extent that, pursuant to clause 2, the Parties forego their respective rights and obligations,
the rights and obligations of the Parties under each Physical Agreement shall remain in full force and
effect.

11. This agreement shall become effective and binding on the Parties on the date on which it is last signed
by one of the Parties.

12. Clauses 2.1, 2.3, 2.4, 2.5, 2.6 (Interpretation), 19 (Assignment or Novation), 20 (Agents), 24 (Waiver), 25
(Amendment) and 26 (Exclusion of Third Party Rights) of SCoTA Version 7e as produced by Global
Coal Limited and published at http://www.globalcoal.com/downloads/download.cfm#SCoTA shall apply
to this agreement mutatis mutandis.

13. The Parties agree that this agreement shall be deemed to constitute prior consent of each Party given by
Notice in Writing pursuant to clause 21.1 (Confidentiality) of SCoTA Version 7e as produced by Global
Coal Limited and published at http://www.globalcoal.com/downloads/download.cfm#SCoTA for the
purposes of disclosing information to the extent necessary for concluding this agreement.

14. References to clauses are to clauses in this agreement unless otherwise specified.

15. This agreement may be executed in any number of counterparts, all of which taken together shall
constitute one and the same agreement, and any Party may enter into this agreement by executing a
counterpart. A Party executing a counterpart shall not be bound by this agreement unless and until each
other Party executes a counterpart.

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.;:::: ::::.
Standard Coal Trading Agreement (SCoTA) Version 7e
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...... ..... globalCOA[8
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(Effective 18:00 GMT on 3 April 2011 )
" ... .....
. :! : ~: "
"

16. This agreement and the rights and obligations of the Parties arising therefrom shall be governed by and
construed, enforced and performed in accordance with the laws of England.

For and on behalf of each Party:

[Insert names of each Party]

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Appendix 2: Standard Financial Settlement Agreement for Coal


[Insert reference number]
[This form of agreement is drafted to operate where the Delivery Period is a calendar month and where a single
settlement month is specified rather than multiple months. If the Parties require the agreement to cover more
than one Delivery Period, or if the Transaction concerned has a weekly Delivery Period, the form of agreement
will need to be amended.]

This agreement is made between:

[Insert name, address and bank account details of both parties]

each a Party and collectively the Parties.

In this agreement the following terms shall have the meanings set out below:

Base Price means the price to be paid by Buyer under the Physical Agreement in
relation to the Settlement Tonnes for delivery in the Settlement Month
expressed in United States Dollars per metric tonne and expressed
using a basis of 6,000 kilocalories per kilogram on a net as received
basis (or where the RSS is INDO B 5,500 kilocalories per kilogram on a
net as received basis or where the RSS is INDO C 4,900 kilocalories
per kilogram on a net as received basis) using a pro rata adjustment
unless otherwise specified in the Physical Agreement
Buyer means the Party who is the buyer of coal under the Physical Agreement
Expert means [insert name of expert]
Physical Agreement means the bilateral agreement between the Parties recorded in the
Transaction Summary dated [date] relating to the sale and purchase in
the Settlement Month of a quantity of physical coal equal to or greater
than the Settlement Tonnes
Seller means the Party who is the supplier of coal under the Physical
Agreement
Settlement Amount has the meaning specified in clause 2
Settlement Month means [insert relevant calendar month]
Settlement Price means [the globalCOAL RB Index as at [date], the globalCOAL NEWC
Index as at [date] or another index mutually agreed upon by the Parties
for the purposes of this agreement]
Settlement Tonnes means [insert number of Metric Tonnes]
Working Day means any day (other than Saturday and Sunday) on which banks in
the countries of Buyer and Seller are generally open for business

1. The Parties hereby agree to forego their respective rights and obligations relating to physical delivery of
Settlement Tonnes in the Settlement Month under the Physical Agreement (including but not limited to
the rights and obligations to receive and make payments in respect thereof) and to substitute such rights
and obligations with this Agreement.

2. The Settlement Amount shall be calculated by multiplying Settlement Tonnes by the amount obtained by
deducting the Settlement Price from the Base Price.

3. Where the Settlement Amount is positive, the Buyer shall pay the Settlement Amount (together with any
applicable taxes as referred to in clause 5) by telegraphic transfer to the Seller

4. Where the Settlement Amount is negative, the Seller shall pay the absolute value of the Settlement
Amount (together with any applicable taxes as referred to in clause 5) by telegraphic transfer to the
Buyer.

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5. Any payments due pursuant to clauses 3 or 4 (including paragraph 1 of Schedules G and H and K as
applicable) shall be made no later than three (3) Working Days after the end of the Settlement Month
and the Parties shall issue invoices and pay relevant taxes as required by applicable law.

6. Any delay in making payment pursuant to clauses 5 shall result in interest at a rate of LIBOR plus 2.0%
being applied to any outstanding amount for the period from the date when payment is due until such
amount, together with applicable interest, is received. For the purposes of this clause, LIBOR shall mean
the one (1) month London Inter-bank Offered Rate for United States Dollars from time to time as quoted
by Reuters at 11:00AM (GMT) on the first day of such period or if no such rate is then quoted, on the next
succeeding day on which such rate is so quoted.

7. Any party making a payment pursuant to clause 5 shall promptly furnish the party to whom it makes such
payment with a statement showing the calculation of the Settlement Amount including any calorific value
conversion where the basis of the Physical Agreement is not 6,000 kilocalories per kilogram on a net as
received basis. Any dispute relating to the calculation of the Settlement Amount shall be referred to the
Expert whose finding shall be final and binding on the Buyer and Seller. The cost of the Expert shall be
borne by the party whose calculation, in the opinion of the Expert, least reflects the finding of the Expert.

8. Save to the extent that, pursuant to clause 1, the Parties forego their respective rights and obligations,
the rights and obligations of the Parties under the Physical Agreement shall remain in full force and
effect.

9. This agreement shall become effective and binding on the Parties on the date on which it is last signed
by one of the Parties.

10. Clauses 2.1, 2.3, 2.4, 2.5, 2.6 (Interpretation), 19 (Assignment or Novation), 20 (Agents), 24 (Waiver), 25
(Amendment) and 26 (Exclusion of Third Party Rights) of SCoTA Version 7e as produced by Global
Coal Limited and published at http://www.globalcoal.com/downloads/download.cfm#SCoTA shall apply
to this agreement mutatis mutandis.

11. References to clauses are to clauses in this agreement unless otherwise specified.

12. This agreement may be executed in counterparts, which, taken together shall constitute one and the
same agreement, and a Party may enter into this agreement by executing a counterpart. A Party
executing a counterpart shall not be bound by this agreement unless and until the other Party executes
a counterpart.

13. This agreement and the rights and obligations of the Parties arising therefrom shall be governed by and
construed, enforced and performed in accordance with the laws of England.

For and on behalf of each Party:

[Insert names of each Party]

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Appendix 3: Standard Agreement on Index Settlement of


Shipment Tolerances (ISST) [Insert reference number]

[This form of agreement is drafted to operate where Parties require an alternative method to settle Shipment
Tolerances to those prescribed within SCoTA Part 2 and Part 3]

This agreement is made between:

[Insert name, address and bank account details of both parties]

each a Party and collectively the Parties.

In this agreement the following terms shall have the meanings set out below:

Base Price means, in relation to a Transaction, the price in USD per Metric Tonne specified as
such in the Transaction Summary
Buyer means, in relation to a Transaction, the Party specified as such in the Transaction
Summary
Final Price means the price per Metric Tonne of Coal determined in accordance with clause
11.2, 11.3 or paragraph 4.1 of Schedules C, I, and J, or paragraph 5.1 of Schedules
A, B, D, E, F and K or paragraph 6.1 of Schedules G and H as applicable.
Seller Means, in relation to a Transaction, the Party specified as such in the Transaction
Summary
Shipment Means each shipment of Coal making up the Quantity to be delivered in each
Delivery Period pursuant to a Transaction and in accordance with this Agreement
where the number of shipments is determined by :

a. the Buyer (acting reasonably) where the RSS is FOB ARA COL,
FOB INDO, FAS INDO, NEWC, NEWCF, NCIG, RB1 or RB2;
b. the Seller (acting reasonably) where the RSS is DES ARA or DAP
ARA
Quantity means, in relation to a Transaction, the number of Metric Tonnes per Delivery
Period, specified as such in the Transaction Summary

The Parties hereby agree that where the relevant tonnage of Coal making up a Shipment is greater than or less than
the Quantity in accordance with and within the Shipping Tolerance the Base Price shall be adjusted up or down in
accordance with the following formula:
((Base Price x Quantity) + (Index Price x Shipping Tolerance)) / Total Shipment Tonnage

Where,

Shipping Tolerance - the sum of the Coal loaded to a relevant Shipment which is
greater or less than the Quantity
Total Shipment Tonnage - Quantity + Shipping Tolerance
Index Price - the relevant Delivery Point published price for the month of the
Delivery Period

Notwithstanding the calculation of the Base Price pursuant to this Appendix the Final Price shall be
determined in accordance with clause 11.2, 11.3 or paragraph 4.1 of Schedules C, I, and J, or
paragraph 5.1 of Schedules A, B, D, E, F and K or paragraph 6.1 of Schedules G and H as applicable.

1. For the avoidance of doubt nothing in this Appendix shall affect the rights of the Parties under SCoTA
except as expressly stated herein

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2. This agreement shall become effective and binding on the Parties on the date on which it is last signed
by one of the Parties.

3. References to clauses are to clauses in this agreement unless otherwise specified.

4. This agreement may be executed in counterparts, which, taken together shall constitute one and the
same agreement, and a Party may enter into this agreement by executing a counterpart. A Party
executing a counterpart shall not be bound by this agreement unless and until the other Party executes
a counterpart.

5. This agreement and the rights and obligations of the Parties arising therefrom shall be governed by
and construed, enforced and performed in accordance with the laws of England.

For and on behalf of each Party:


[Insert names of each Party]

Copyright by Global Coal Limited 2000-2011 page 88 of 88

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