10.4 102 102.1 ARTICLE 10 INVOICING AND PAYMENT Tnvoicing methodology Promptly upon shipment, a provisional invoice (the “Provisional Invoice”) shall be raised by the Selle in respect of a particular shipment fora value to be worked out as under Provisional Invoice Value = Certified Weight * Contracted Coal Price. ‘On best efforts bass, the Seller shall within eight(8)Days from the date of Bill of Lading in respect ‘of any shipment, the final invoice the “Final Invoice” shall be raised by the Seller in respect of the respective shipment for a value to be worked out as under: Final Invoice Value = (Certified Weight * Adjusted FOBST Price) ‘The invoices shall be presented ins format asin Appendix B and Appendix C. Payments Payment for the respective shipment shall be made in US Dollar by an irrevocable, freely negotiable, at sight, confirmed documentary letter of eredit substantially in the form acceptable to Seller and the Financing Party (“LC”), LC for the respective shipment (“Subject Shipment”) is to be issued by Purchaser in favour of, and be clean and workable with, Seller not later than ten ((0) Days prior to commencement of the agreed Laycan at Loading Port. In the absence of a fully workable LC for the Subject Shipment, on such deadline the Purchaser may propose a cure ‘mechanism and a period thereof. The Selier shal discuss with the Purchaser to either: (i) withhold loading of performing vessel; or (il) withholding loading of transhipment barges, or (i) withhold sailing of performing vessel from Loading Port once loading has completed, and any associated costs, including but not limited to vessel demurrage/barge detention at the Loading Porvioading jetty, due to such delay shall be borne by the Purchaser for that Subject Shipment. LLC is to be opened through 2 first-class bank and/or confirm by an acceptable international bank Which has a rating for its longe-term unsecured and non-credit-enhanced debt obligations in foreign currency of BBB+ o higher by S&P or Fitch Ratings or Baal or higher by Moody's; or is not @ designated target of, or otherwise a subject of, Sanctions; does not engage in Money Laundering or acts in breach of any law relating to Money Leundering; and does not engage in Financing of Teror. For LC opening purposes, the latest available NEWC Index is to be used prior tothe date of LC opening Ifthe value of the shipment as caleuated in accordance with this Agreement or as determined reasonably by Seller at any time exceeds the undrawn LC value, the Purchaser must at request of ‘Seller increase the LC value to 100% of the value ofthe cargo as notified by Seller within three (3) Business Days of such notification. ‘All bank charges associated with the leter of credit outside Bangladesh shall be bome and paid by the Seller whereas those in Bangladesh shall be tothe Purchaser's account. » » o ¥102.2 10.23 103 103 Confirmation charges if any, shall be tothe Seller's account irrespective ofthe country ofthe confirming bank. ‘The letter of credit shall: (@) be of sufficient value to reimburse the Seller for the maximum amount of Coal to be shipped inthe vessel; Gi) be payable at sight tthe negotiating bank for upto 110 percent (100 percent-+- 10 percent) of the value ofthe shipment; (Git) allow for telegraphic transfer reimbursement and allow for confirmation ; (iv) state the advising/negotiating bank as notified by the Seller; () expire in not lese than forty-five (45) Days after the last Day of the Laycan; and (vi) state that confirmation charges, ifany, are to the account ofthe beneficiary. If Section 6.2.2 requires the recalculation ofthe FOB Price of any shipment after Seller has issued invoice to Purchaser for the shipment, Purchaser shall pay Seller the originally ial invoiced amount when due in accordance with this Section 10.2 and any adjustment in the amount of euch commercial invoice following such recalculation shall be made by way of separate commercial invoices by way of Telegraphic Transfer. Ian error in & commercial invoice is discovered afer a commercial invoice has been paid by Purchaser to Seller, the correction shall be made by way of debit nate or credit note in the next ‘commercial invoice to be issued by the Seller to the Purchaser (or by way of separate commercial invoice in respect ofthe final delivery of Coal under this Agreement). Shipping Documents ‘The later of eredit shall be payable 100% at sight against presentation of the following documents 8) One (1) original and three (3) copies of the Seller's Provisional Invoice showing the Provisional Invoice Value in terms of Section 10.1 herein, signed by or on behalf of, the Seer. ach invoice shall: (a) be denominated in USD; and (b) state the Tonnes of Coal delivered in the shipment, the name ofthe vessel; the Bill of Lading number and dete; and 'b) Full set of 33 original negotiable ‘Clean Shipped on Board’ Bill of Lading signed by the Master of the vessel or his authorized agent; ©) One (1) original and three (3) copies ofthe Cerificate of Origin issued by an authorised issuing authority; ay