COAL SUPPLY AGREEMENT

This Coal Supply Agreement (the “Agreement”) is made on …………………….. between

………………………………………………. (hereinafter called the “Seller”) on one side and ÇOLAKOĞLU
METALURJİ AŞ, Rüzgarlıbahçe Mah. Kavak Sok. No:16/5 34805 Kavacık-Beykoz-İstanbul/TURKEY,
(hereinafter called the “Buyer”) on the other side, who are jointly referred to as the “Parties”

It is hereby agreed that;

Article 1 - Definitions

In this Agreement the expressions set out below shall have the meaning respectively assigned to them.

a. ASTM: Shall mean American Society for Testing Materials.

b. ISO: Shall mean International Standards Organization
c. Mt: Shall mean ‘metric ton(s)’ or ‘tons’.
d. AR: Shall mean As Received Basis of the coal
e. Dry: Shall mean Dry Basis of the coal
f. Working Day: Shall mean a day which banks, ports and customs are open, in the Republic of Turkey,
excluding Saturday and Sunday.
g. WWD or ‘weather working day’: Shall mean a total of twenty-four (24) consecutive hours during
which weather conditions will permit ship loading and unloading operations.
h. ICC: Shall mean International Chamber of Commerce
i. Quarter: Shall mean a three-month period.
j. A.N.C.: Shall mean Actual Net Calorie.
k. G.A.R.: Shall mean Gross As Received.
l. N.A.R.: Shall mean Net As Received.
m. CIF Price: Shall mean as defined in article 6 and 7.
n. Ministry: Shall mean the Ministry of Environment and Urban of the Republic of Turkey
o. B/L: Shall mean bill of lading
p. NOR: Shall mean Notice of Readiness

Article 2 – Subject Matter

Subject to and in accordance with the terms and conditions hereinafter contained, the Seller agrees to sell and
deliver and the Buyer agrees to purchase, receive and pay for coal in the quantities, qualities and at the times and
places and at the prices hereinafter set forth.

Article 3 – Commencement and Duration

This Agreement shall commence on the date of its execution and shall continue until the obligations of both Parties
have been fulfilled unless terminated earlier in accordance with Article 14.

Termination or expiry of the Agreement shall be without prejudice to the rights of the Parties hereunder or under
any terms intended expressly or by implication to survive termination or expiry.

Article 4 – Quality of Coal

The coal sold under this Agreement shall have the following steam coal specifications determined by the Buyer
unless otherwise indicated, on an As Received (AR) basis and Dry basis in accordance with ASTM standards within
the local conditions:

1
 Analysis Unit Typical Quality Min - Max

Net Calorific Value (AR) kCal/kg 6000 5800 min.

Total Moisture (AR) % 8 - 10 13 max.
Ash (Dry) % 10 - 14 16 max.
Volatile matter (Dry) % 22 - 34 20-36
Sulphur (Dry) % 0.35 – 0.75 1 max.
Chlorine (Dry) % 0.015 0.020 max.

Size mm 0 – 50 50 max.
Total 0-6mm to be
%30 max.

Pursuant to the current legislation, the coal sold under this Agreement shall comply with the following
specifications determined by the Ministry:

Volatile Matter (Dry) Max. 40 %

Sulphur (Dry) Max. 1.20 %
Net Calorific Value (Dry) Min. 5900 kCal/kg

The coal sold shall strictly meet the quality specifications of the Ministry and the Buyer, set above. If chemical and
physical analysis results, as found by a laboratory appointed by the Ministry or as found by the international
independent inspection company at the port of loading or as found by the international independent inspection
company at the port of discharge, are outside the specifications declared by the Ministry (the sole authority for the
coal importation license), the Buyer will be entitled to reject the coal. At the request of the Buyer, the Seller shall
take back the cargo from the Buyer’ s bounded warehouse and the Seller will be obliged to pay liquidated damages
for the losses of the Buyer. In this case the damage shall be calculated as USD 10 (ten dollars) per ton over the
entire quantity stated in the Seller’s relevant invoice.

Article 5 – Quantity of Coal

The total quantity of coal to be delivered by the Seller in accordance with this Agreement is; (…………..) metric
tons with up to +/- 5(five) % at the Seller's option.

Article 6 – Shipment - Delivery terms and conditions

The coal shall be loaded ………………………………. If the Seller fails to deliver the coal in full within this
period, then the Seller shall be liable to indemnify and reimburse the Buyer fully for damages directly attributable to
the delay in delivery or failure to deliver, and the Buyer shall have the right to set off any such loss against any
outstanding payments it owes to the Seller and/or future invoices from the Seller.

The delivery term is CIF DİLİSKELESİ-GEBZE-KOCAELİ, TURKEY (CIF as understood in Incoterms 2010)

The Seller shall notify the Buyer of the estimated time of arrival (ETA) of the nominated vessel to the port of
loading as well as the port of discharge by giving notice of arrival 2 (two) days prior to the nominated vessel’s
arrival.

Any alternative delivery arrangements shall only be effective if and only if it is agreed in writing between the Seller
and the Buyer.

Article 7 – Contract Price

The price per metric ton (CIF-DİLİSKELESİ-KOCAELİ/GEBZE, TURKEY) is ……………………………

USD/mt on the basis of 6,000 kCal/kg Net Calorific Value (AR)

2
Other than the specified quality adjustments under Article 10 below, the contract price is the final price agreed
among the Parties, and no further adjustments will be applicable.

Article 8 - Payment

100% payment shall be payable within 5 working days after the commencement of discharge at the port of
discharge against the presentation of documents in Article 11 by the Seller.

Demurrage or despatch, will be settled within 10 days after presentation of relevant documents.

Invoices for premium amounts and credit notes for penalty amounts shall be issued after the Buyer’s receipt of
Ministry approval. Premium or penalty payments shall be made within 5 Working Days of receipt of the original
relevant invoices.

Article 9 – Inspection of quantity and quality at the port of loading

Quality and quantity inspection of coal should be carried out at the time of loading the cargo onto the vessel by an
international independent inspection company appointed by the Seller. The costs of draft survey and sampling and
analysis at loading port shall be on Seller’s account. Certificates of quality and quantity so determined shall be
considered for payment, as per Article 8 of this Agreement, for the quality of cargo loaded onto the vessel. The
Seller shall ensure that, the Seller’s appointed inspection company shall perform an analysis of the characteristics
specified in Article 4 of this Agreement and issue a Certificate of sampling and Analysis certifying the results of
such analysis.

The Buyer has the right to appoint own representative(s) or Buyer’s appointed independent inspection company to
witness the loading, draft survey and sampling.

Article 10 – Inspection of quantity and quality at the port of discharge

Quality and quantity inspection shall be carried out by an international independent inspection company appointed
by the Buyer. Such inspection company shall carry out the inspection at the time of cargo (Coal) unloading from the
vessel at discharge port.

Certificates of quality and quantity issued by such company appointed by the Buyer at the discharge port are final
and binding for the Parties.

1) If calorific value is found to be above 6000 kCal/kg N.A.R., then a premium will be applied for the
excessive net calorific values above 6,000 kCal/kg. The Seller shall issue an additional invoice for this amount:

PREMIUM AMOUNT = ((A.N.C. – 6,000) / 6,000) x QUANTITY x CIF PRICE

If calorific value is found to be between 5,800 - 6000 kCal/kg N.A.R., then a penalty amount will be calculated
according to the following formula and the Seller shall issue a credit note to the Buyer in the penalty amount:

PENALTY AMOUNT = ((6,000 – A.N.C.) / 6,000) x QUANTITY x CIF PRICE

If calorific value is found to be below 5,800 kCal/kg N.A.R., then a penalty amount will be calculated according to
the following formula and the Seller shall issue a credit note to the Buyer in the penalty amount:

PENALTY AMOUNT = ((6,000 – A.N.C.) / 6,000) x QUANTITY x CIF PRICE x 1,25

2) Ash (dry); for each percentage excess from 16 %, the Seller shall issue a credit note to the Buyer
pursuant to the below formula, fractions pro-rata.

PENALTY AMOUNT = ((Ash – 16) / 100) x QUANTITY x CIF PRICE

3) Sulphur (dry); for each percentage excess from 1%, the Seller shall issue a credit note to the Buyer
pursuant to the below formula; fractions pro-rata.

3
PENALTY AMOUNT = ((S – 1) / 100) x QUANTITY x CIF PRICE x 10

4) Volatile (dry); for each percentage less from 20% or for each percentage excess from 36%, the Seller
shall issue a credit note to the Buyer pursuant to the below formula; fractions pro-rata.

PENALTY AMOUNT = ((20 – Volatile) / 100) x QUANTITY x CIF PRICE OR,

PENALTY AMOUNT = ((Volatile – 36) / 100) x QUANTITY x CIF PRICE

5) Moisture; for each percentage excess from 13%, the Seller shall issue a credit note to the Buyer pursuant
to the below formula, fractions pro-rata.

PENALTY AMOUNT = ((Moisture – 13) / 100) x QUANTITY x CIF PRICE

6) ) Size; for each percentage over 30% of 0-6 mm, the Seller shall issue a credit note to the Buyer
pursuant to the below formula; fractions pro-rata.
PENALTY AMOUNT = ((0-6mm – 30) / 100) x QUANTITY x CIF PRICE

7) a) If the difference between the draft surveys’ results at the port of loading and the port of discharge is
between 0% and +0.1% of the weight shown on the B/L, then the weight on the B/L will be final and binding.

b) If the difference between the draft surveys’ results at the port of loading and the port of discharge is outside the
range of +0.1% of the weight shown on the B/L, then only 50% of the overweight or underweight remaining
beyond the range of +0.1% will be added to or subtracted from (as the case may be) the weight shown on B/L and
payment will be done accordingly.

As per Turkish Customs Laws&Regulations, +/-3% weight difference between the B/L quantity and Customs
weighbridge at discharging port is acceptable at Bulk cargoes.
If the weighbridge exceeds 3% of the b/l quantity, the Seller shall provide a statement as per Annex1 approved
by the loading port authorities or Chamber of Commerce/Industry or Customs Authorities within 30 days from
discharging of the materials. If the Seller does not provide the said statement within the said time, all expenses and
penalties occured at the Customs and Buyers premises, including the Customs duty/penalty shall be borne by the
Seller. No payment shall be made for the excess quantity of materials by the Buyer to the Seller. The Seller
acknowledges that the Buyer shall not store the excess quantity of the materials and the excess quantity of the
materials shall be returned to the Seller at its own expense. If not returned to the Seller, the excess quantity will be
detained by the Turkish Customs as per the Customs Law and a penalty (CIF value of the goods) will be paid to the
Customs. All penalties and -if any- logistics costs will be charged to the Seller.
If there is any shortage more than 3% of the b/l quantity, the Seller shall provide a statement as per Annex1
approved by the loading port authorities or Chamber of Commerce/Industry or Customs Authorities indicating the
reason of the shortage within 30 days from discharging of the materials. If the Seller does not provide the said
statement within the said time, all expenses and penalties occured at the Customs and Buyers premises, including
the Customs duty/penalty shall be borne by the Seller.

Article 11 – Shipping documents

In respect of each shipment of coal to be made by the Seller to the Buyer, the Seller agrees to provide the following
documentation via fast courier. Prior to final issuance of documents, Seller to email Buyer copies of below
documents for approval of format.

- 3/3 Original “Clean on Board Marine Bill of Lading” endorsed to the order and notifying:

ÇOLAKOĞLU METALURJİ A.Ş.,Rüzgarlıbahçe Mah. Kavak Sok. No:16/5 34805 Kavacık-Beykoz-

İstanbul/TURKEY.,

Seller shall send 1 original along with the vessel. In case of any failure, Seller shall instruct the Master that
Buyer is authorized to receive delivery of the cargo. Buyer shall not bear demurrage and related costs to the
extend of any delay caused by Seller not providing such instruction to the Master on time or not providing the
original B/L and Seller will be responsible all related costs at the port.

- 2 Original Commercial Invoice,

- Original Draft Survey Report,

4
- Original Loadport certificate of chemical and physical analysis,
- Original Cargo Manifest should be sent along with the vessel. The Cargo manifests should be endorsed by the
loading port Ship agency or Local Custom Office
- Certificate of Origin
- Insurance certificate : “SELLER shall, at its own cost, maintain adequate insurance coverage throughout the
term of this Agreement. This insurance coverage shall be placed with underwriters acceptable to BUYER and
having an S&P rating of “A-” or A.M.Best rating “A-“ or Fitchs rating “A-“ or Moody’s rating “A” or better
rating.

Article 12 – Port-Vessel Details, Discharge rate and Despatch-Demurrage

The port details are as below;

LOA 280 M. MAX DRAFT 13.20 M

aa) No any berth/port restriction/limitation. bb) 24 hrs (three shift)including weekends and weekdays.
Fyi: Density salt water 1017-1018

Nominated vessel beam shall not be over of 32 M

CYPRUS FLAG WILL NOT BE ACCEPTABLE. SHOULD VESSELS PREVIOUS FLAG WAS CYPRIOT,
THEN MASTER/OWN HAVE TO PRODUCE ALL NECESSARY OFFICIAL AND ORIGINAL DOCUMENTS
INCLUDING ‘’DELETION CERTIFICATE’’STATING THAT THE VESSEL IS SOLD TO ANOTHER
COUNTRY AND NOW HAVE NORELATION/CONNECTION WITH G.A.S.C. VESSEL COMING
DIRECTLY FROM CYPRUS ARE NOT ALLOWED TO ENTER TURKISH PORT. THE VESSEL SHOULD
NOT HAVE ANY TRANSIT CARGO ON BOARD TO BE DISCHARGED AT AND SOUTH CYPRUS
BEFORE OR AFTER DISCH/LDG AT A TURKISH PORT. MANAGERS’ AND/OR OPERATORS’ WILL NOT
BE REGISTERED AT CYPRUS AND SAME ALSO WILL NOT BE MENTIONED OR STATED IN ANY ONE
SHIPS’ CERTIFICATES .

Vessels owned/flagged/managed/operated/directly or indirectly controlled by Cyprus or OFAC/UN/EU sanctioned

countries/entities/individuals are not allowed. Shipment/transshipment from ports of Cyprus or OFAC/UN/EU
sanctioned countries are not allowed.

The Buyer guarantees discharge rates below per WWD;

Vessel tonnage Discharge rate per weather working day pro rata
(SSHEX even if used)

0 – 1.000 Mton 800 Mton

1.001 – 3.000 Mton 1.000 Mton
3.001 – 5.000 Mton 1.500 Mton
5.001 – 10.000 Mton 2.500 Mton
10.001 – 15.000 Mton 3.000 Mton
15.001 – 20.000 Mton 3.500 Mton
20.001 – 30.000 Mton 4.500 Mton
30.001 – 40.000 Mton 7.000 Mton
Over 40.000 Mton 10.000 Mton

Time to count from 08:00 of the next working day after the notice of readiness accepted. NOR to be tendered only
during office hours, Monday to Friday 08:00-17:00 hrs. Time after 17:00 hours preceding a holiday until 08:00
hours Monday or next working day after holiday not to count even if used.

DEMURRAGE / HALF DESPATCH

For the tonnages between 30,000 - 50,000 mton, the vessel should have suitable cranes and grabs in working
condition, and discharging operations to be effected by using vessel’s cranes and grabs.

5
The vessel’s holds should be suitable for buldozer operations and for mechanical sweeping and trimming. Max weight of
Buldozer 22 tons. Any damage incurred will be at Buyer’s time, risk and expense and Buyers guarantee that any damage
will be repaired prior to departure disport.

The vessel should let receivers to wet the Cargo by slight spraying during discharging operations in order to avoid
any environmental pollution (due to dust).

Rain during working time not to count unless working according to the official port statement. Official strike not to
count. Demurrage rate will be indicated at the time of vessel’s nomination. Despatch to be paid at half demurrage
rate.

If the vessel owner stops discharging for some reason then time spent will not count as laytime and shifting
expenses will be for the Seller’s account.

Appointment of discharge port agency is at Buyer' option.

Vessel Details:

The seller will nominate a vessel with class society to Buyer for their stem / approval before loading and the Buyer
shall advise accordingly within one working day. In the event that the Buyer rejects a nominated vessel, the Seller
shall nominate another vessel within 2 (two) Working Days following the rejection of the Buyer. Nominated vessel
will be single decker and will not be older than 30 years. If the vessel’s age is between 25 – 30 years the acceptance
of that vessel is subject to approval of the buyers, and the overage premium will be for seller’s account (Only for
CFR shipments). Open type vessels without hatch covers will not be acceptable due to safety and environment
regulations imposed by the legal authorities. Any delay / losses / expense due to non compliance of above will be
for Seller’s account. If Seller nominates vessels less than 1.000 Mt cargo quantity, then the extra discharging cost
for hiring shore cranes will be at Seller’s account.

Sellers / Owners warrant that the vessel is fully covered and will remain so throughout the currency of
the voyage with a pandi club that is a member of the international group of pandi clubs.

Sellers / Owners warrant that the vessel is classed with a classification societies (IACS) which are :
• Lloyd’s Register
• American Bureau of Shipping
• Bureau Veritas
• China Classification Society
• Germanisscher Lloyd
• Korean Register of Shipping
• Nippon Kaiji Kyokai
• Norske Veritas
• Registro Italiano
• Russian Register
• Indian Register of Shipping
• Crotian Register of Shipping
• Polish Register of Shipping
• Turkish Lloyd’s
• Other registers are not acceptable.

Sellers / Owners guarantee that both performing ship and ship owners / managers (the company as defined by ism
code) comply in full with requirements of ism code. Furthermore ship owners and the vessel must be fully isps
compliant and the ship has to carry an international ship’s security certificate (iscc) on board. Upon request sellers
shall provide a copy of relevant document of compliance and safety management certificate to the buyers.

Article 13 – Claims

Claims on quantity or quality of the goods and any other claims which the Buyer may have against the Seller,
should be presented in writing within 30 (thirty) Working Days of receipt of the goods by the Buyer, with all
documents, confirming the essence of the claim.

Claim letter will be sent by an express courier such as DHL, UPS. The Buyer shall also fax the claim letter to the
Seller. The date of facsimile shall be considered as the date of the claim presentation.

6
Article 14 – Term and Termination

The Buyer shall have the right to terminate this Agreement by serving a notice in writing to the Seller in the event
that:

a) the Seller is in breach of any of its obligations under this Agreement, is capable of remedy but not
remedied within 10 (ten) Working Days after receiving written notice of the same; or
b) the Seller is in breach of any of its obligations under this Agreement which is not capable of remedy;
or
c) the Seller becomes “unable to pay its debts”, as this concept is understood under the laws of the
country in which it is organized; or
d) the Seller passes a resolution for winding-up (other than for the purposes of a reconstruction or
amalgamation previously approved by the Buyer) or summons a meeting to pass any such resolution
or hears a petition for a winding-up or administration order presented in relation to it; or
e) the Seller has a receiver, liquidator or administrator appointed over all or any part of its property,
assets or undertakings; or
f) the Seller enters into any other arrangement with its creditors or takes or suffers any other action in
consequence of debt under the laws of the country in which it is organized; or
g) the Buyer reasonably apprehends that any of the events mentioned above or similar thereto is about to
occur in relation to the Seller; or
h) if third parties acquire a majority interest in the Seller, either directly or indirectly; or
i) if any coal cargo delivered to the Buyer does not satisfy the quality and quantity required by the Buyer
and the Ministry as specified in Articles 4 and 5.

The Buyer shall further have the right to terminate this Agreement at any time upon giving to the Seller a one
month notice in writing, and the Seller shall have the right to terminate the Agreement at any time with the written
consent of the Buyer.

If any of the events described in this Article occurs, the Buyer may at its sole discretion, and without prejudice to
any of its other rights, immediately cease purchasing goods, cancel any Supply Order, and/or by notice in writing to
the Seller terminate this Agreement or any other contract with the Seller.

Termination or expiry of this Agreement will not affect the rights or liabilities of either party accrued prior to
termination or expiry or any terms intended expressly or by implication to survive termination or expiry.

Article 15- Force Majeure

As per ICC Force Majeure clause 2003 ( ICC Publication. 650 )

Article 16 – Notices

Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing,
addressed to the other at its registered office or principal place of business, or such other address that may at the
relevant time be notified under this provision to the party giving the notice.

Any notice hereunder shall be deemed to have been duly given if delivered personally or sent by prepaid first class
post (airmail) or express courier or fax or e-mail to the party concerned at the address referred to above. In the
absence of evidence of earlier receipt any such notice shall be deemed to have been given:

a) if left personally, when left at the address referred to above,

b) if sent by air mail or express courier, when delivered to the address of the recipient,
c) if sent by fax, when the sender received full delivery confirmation,
d) If sent by e-mail, at the time of sending to at latest 3 (three) executives of the receiving party.

In case of notices to be given by the Buyer, such notice shall be sufficient to bind the Seller where the notice is
given in accordance with this Agreement.

7
Article 17 – No waiver

No failure to exercise and no delay in exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude or require any
other or future exercise thereof or the exercise of any right, power or privilege.

Article 18 – Assignment

None of the rights or obligations of the Seller under these conditions may be assigned or transferred or sub-
contracted in whole or in part without the prior written consent of the Buyer.

Article 19 – Entire Agreement

If any provisions of this Agreement are held by any competent authority to be invalid or unenforceable in whole or
in part, the validity of the other provisions of this Agreement and the remainder of the provisions in question shall
not be affected thereby.

This Agreement constitutes the whole and only agreement between the Parties and supersedes any previous
agreement between the Buyer and the Seller in relation to the matters dealt with in this Agreement.

Article 20 – Other Conditions

The Seller at all times insure and keep itself insured with a reputable insurance company against all insurance
liability under this Agreement or in respect of the goods and shall produce on request by the Buyer the policy of
such insurance and the premium receipts.

The Seller will be an independent contractor of the Buyer and nothing in this Agreement will be construed as to
deem the Seller to be an employee, servant, partner or joint venturer of the Buyer.

The Seller acknowledges that it has not entered into this Agreement in reliance on any statement or representation
whether or not made by the Buyer, except insofar as the representation has been incorporated into this Agreement
and irrevocably and unconditionally waives any right it may have to claim damages and/or to rescind this
Agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) not contained in this
Agreement.

The contents of this Agreement are confidential and may not be disclosed or communicated to any third Party,
without the prior written consent of the other Party.

No amendments to this Agreement will be effective unless made in writing and signed by the Parties or their duly
authorized representatives.

This Agreement shall be governed by and construed in accordance with the United Nations Convention On
Contracts For The International Sale Of Goods (1980) (CISG) and all disputes arising out of or in connection with
the present Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of
Commerce by a sole arbitrator to be appointed in accordance with the said Rules. The language of arbitration shall
be English and the seat of arbitration shall be London.

IN WITNESS WHEREOF, the Buyer and the Seller have executed this Agreement by their duly authorized
Representatives in one original.

SELLER: BUYER:
ÇOLAKOĞLU METALURJİ AŞ