This document is a charter party agreement between two companies (PT Company A and PT Company B) for barge transportation and transshipment services. Key details: - Company B will provide tugboats, barges, a floating crane and other equipment to transport woodchip cargo from Company A's jetty to an anchorage location, where it will be transshipped to other vessels. - The initial contract period is 10 years, with an option for Company A to purchase the vessels at the end of the contract. - Company A guarantees minimum annual cargo volumes and will pay penalties if volumes are not met. Rates are fixed but may be adjusted for fuel costs. Volume discounts are provided

1. 1
CHARTER PARTY
This CHARTER PARTY (“Charter”) is made and entered into on .................. , by and
between:
1. PT __________________, a company duly established and existing under the
laws of Indonesia, having its registered office at .................................................
in this matter represented by ..............., acting in her position as the President
Director of and therefore acting for and on behalf of PT __________________ as
mentioned above (hereinafter referred to as the “Contractor”); and
2. PT __________________, a company duly established and existing under the
laws of Indonesia, having its registered office at ................................................,
in this matter represented by .............., acting in his position as Director of and
therefore acting for and on behalf of PT __________________ as mentioned above
(hereinafter referred to as the “Company”).
(The Contractor and the Company are hereinafter collectively referred to as the “Parties”,
and individually as a “Party”).
RECITALS:
(A) The Company is operating an industrial forest producing the raw material for paper
manufacturing;
(B) The Contractor is a company conducting business in barging and transshipping in
Indonesia, and will become the owner of newly constructed vessels built for the
purpose of this Charter; and
(C) The Company intends to hire and use the Contractor’s services and the Contractor
is willing to provide the Company with services based on terms and conditions
under this Charter.
NOW THEREFORE, in consideration of the above,the Parties have agreed to enter into this
Charter with the following terms and conditions:
Article 1
DEFINITIONS
1.1. Definitions
In this Charter, save where the context otherwise requires:
“Annual Guaranteed Minimum Tonnage” means an annual guaranteed
minimum tonnage to be provided by the Company in the amount of ...................
(...........................) GMT.

2. 2
“Business Day” means a day on which banks are open for business in Indonesia
other than a Saturday, Sunday or public holiday.
“Bulk & Woodchip Carrier” means vessel(s) of varying sizes used to transport the
Cargo to be provided by the Company.
“Back-Up Solution and Compensation” has the meaning given in Article 15.1.
“Cargo” means woodchip.
“Charter Rate” has the meaning given in Article 6.1.
“Commencement Date” means the starting date of the transport and services
under this Charter, which should be the earlier of (i) issuance of the Notice of
Vessel Readiness and availability of Cargo as evidenced by a notice of cargo
readiness from the Company or (ii) after 3 (three) months from the issuance of
Notice of Vessel Readiness.
“Commissioning Period” has the meaning given in Article 8.1.
“Dead Freight” means the penalty rate stipulated in Article 6.4 times the amount
of the shortfall on the Annual Guaranteed Minimum Tonnage for each relevant
period.
“Drydocking Period” means the Floating Crane Drydocking Period and the Tug
and Barge Drydocking Period as stipulated in Article 14 of this Charter.
“Loading Port” means the Company’s jetty with coordinates ..............................
to the Transshipment Location.
“First Cycle Period” means the first 3 (three) year period from the
Commencement Date.
“Floating Crane Drydocking Period” has the meaning given in Article 14.2.
“GMT” means green metric tonnage.
“Guaranteed Minimum Tonnage” means the aggregate of the Annual
Guaranteed Minimum Tonnage for each year during the Period of this Charter.
“Indonesia” means the Republic of Indonesia.
“Initial Period” has the meaning given in Article 2.1.
“Major Public Holidays” means the 2 (two) days of ................ 1 (one) day of
.................., 1 (one) day of Independence day and ...................

3. 3
“Minimum Loading Rate for Barging has the meaning given in Article 13.4.
“Minimum Loading Rate for Transshipment has the meaning given in Article
13.2.
“Notice of Vessel Readiness” means a letter issued and sent the latest at
...................... by the Contractor to the Company giving notice that the Vessels
are ready for the availability at the Loading Port for commissioning and the
Company should provide Cargo for the purpose of such commissioning.
“Performance Bond” means a performance bond issued by an Indonesian Bank
with a rating of not less than BB and as approved by the Parties, in a form
substantialy similar to the form attached in Schedule 1.
“Period” has the meaning given in Article 2.2.
“Purchase Option” has the meaning given in Article 7.1.
“Service Personnel” means crew, crane operators and trimming equipment
operators in relation to the Vessels.
“SHINC” mean Sundays and Holidays Included.
“Tug and Barge Drydocking Period” has the meaning given in Article 14.6.
“Transshipment Location” means Muara Kumai Anchorage with coordinates
.........................................
“US Dollars or “US$” or “USD” means the currency of the United States of
America currency.
“VAT” means Value Added Tax.
“Vessels” means .... (........) tugboats (about ....... HP), 4 (.......) .........ft
(............... feet) extended wall barges (with Loadable Volume of at least ..............
cbm for spout trimming), ..... (......) floating crane, and also include a tug assist
and trimming equipments (more than ..... bulldozers) at the transshipment location
registered in Indonesia in accordance with the technical specifications and terms to
be provided by the Contractor.
* The Details shall be attached
“Vessel Costs” means all and any costs, expenses, losses, damages, claims or
liabilities incurred or payable by the Contractor in relation to the procurement or
construction of the Vessels.
“Volume Discount” has the meaning given in Article 6.9

4. 4
“Year” means as referred in the Period provided in Article 2 of this Charter, any
......... days period.
“Stevedore” means all activities to transship the Cargo from the barge to the Bulk
and Woodchip Carriers performed by the local labour and according to the local
law/regulation at the Loading Port.
1.2. Interpretation
In this Charter, except where the context requires otherwise, reference to:
a. any gender includes reference to all genders; and to the singular includes
reference to the plural and vice versa;
b. “writing” includes writing in faxes but not email; and cognate terms shall be
construed accordingly;
c. a “Recital”, “Article” or “Schedule” is to the relevant recital, article or
schedule of or to this Charter; and any reference to a Article shall include
reference to all sub-articles, paragraphs and sub-paragraphs contained
therein;
d. times and dates shall be construed by reference to the Gregorian calendar;
and references to time in this Charter shall be references to the time in
Jakarta, Indonesia, unless otherwise specified;
e. “including” means “including, without limitation,” and cognate terms shall be
construed accordingly;
f. this Charter or any other agreement or document includes reference to such
agreement or document as varied, substituted, novated or assigned;
g. Article headings in this Charter shall not be taken into consideration in the
interpretation of this Charter;
h. Expressions in this Charter appropriate to directors, officers, documents or
organs of companies, when used in relation to any person which is not a
company, shall be construed as references to the most nearly corresponding
persons, officers, documents or organs (as the case may be) appropriate to
persons of that description;
i. Except as otherwise expressly provided in this Charter, the provisions of the
body of this Charter shall prevail if there is any conflict between such
provisions and the provisions of the Schedules; and
j. If this Charter is executed in the English and Indonesian languages and there
is any discrepancy between the English and Indonesian versions, the English
language version shall prevail.
Article 2
PERIOD
2.1. Notwithstanding the date of signature hereof, the term of this Charter shall be 10
(ten) consecutive Years commencing from the Commencement Date (excluding the
Drydocking Period), unless terminated earlier under the provisions stipulated herein
(“Initial Period”).

5. 5
2.2. Subject to the Purchase Option, the Charter may be extended for a further 1 (one)
year based on the same terms as stipulated herein (Charter Rate shall be
negotiated mutually). The Company shall notify the Contractor in writing of its
agreement to extend not later than 6 (six) months prior to the expiry date of the
Initial Period. The Initial Period plus any extensions constitute the “Period” of this
Charter.
Article 3
VESSELS SPECIFICATIONS
3.1. The Contractor agrees to provide services to the Company and the Company agrees
to retain services from the Contractor on the terms and conditions hereinafter set
forth.
3.2. The Contractor may change the specifications of the Vessels if it is required by the
prevailing laws and/or for reasons of safety and shall inform the specification
changes to get the Company’s consent.
Article 4
SERVICES
4.1. During the Period of this Charter, the Company shall receive the services of barging
and transshipment for its Cargo only and exclusively from the Contractor. The
services to be provided by the Contractor are as follows:
a supply, operate and maintain the Vessels; and
b provide the Service Personnel.
4.2. In relation to the barging services, the Contractor shall (i) provide the barges to
load the Cargo supplied by the Company from jetty(ies) and transship it onto the
relevant Vessels at the Loading Port and (ii) provide towing services and
transportation from the Loading Port to the Transshipment Location, in accordance
with the terms and conditions of this Charter.
4.3. In relation to the transshipment services, the Contractor shall unload the Cargo
supplied by the Company from the Vessels and load it onto nominated Bulk &
Woodchip Carrier at the Transshipment Location and provide supervision over all
operations including the berthing of the Cargo barges alongside the floating crane
in accordance with the provisions of this Charter.
Article 5
CARGO

6. 6
5.1. The Company shall provide the Annual Guaranteed Minimum Tonnage each year
and a Guaranteed Minimum Tonnage for the whole Initial Period. The period for
calculating the Annual Guaranteed Minimum Tonnage excludes the Drydocking
Period as stipulated in Article 14.
5.2. Allowance on Annual Guaranteed Minimum Tonnage during the First Cycle Period:
a. in the event the Company cannot provide the Annual Guaranteed Minimum
Tonnage in a particular year in the First Cycle Period, then the Company may
only carry forward a maximum of ......... (................................) GMT of the
Guaranteed Minimum Tonnage in that particular year to the subsequent
year’s Annual Guaranteed Minimum Tonnage and the total tonnage for the
subsequent year will be the adjusted minimum tonnage of such subsequent
year; and
b. in the event there is any shortfall of more than ........... (..........................)
GMT of the Annual Guaranteed Minimum Tonnage for any particular year as
mentioned above, then the Parties shall agree that the excess shortfall will
be deemed Dead Freight and will be payable immediately in the subsequent
year based on notice from the Contractor.
5.3. Allowance on Annual Guaranteed Minimum Tonnage after the First Cycle Period:
a. For the remaining years of the Initial Period after the First Cycle Period, in
the event the Company cannot provide the Annual Guaranteed Minimum
Tonnage for any particular year, then the Company may only carry forward a
maximum of ........... (......................................) GMT of the Annual
Guaranteed Minimum Tonnage in that particular year to the subsequent
year’s Annual Guaranteed Minimum Tonnage and the total tonnage for the
subsequent year will be the adjusted minimum tonnage of such subsequent
year.
b. In the event there is any shortfall of more than ...........
(......................................) GMT of the Annual Guaranteed Minimum
Tonnage for any particular year as mentioned above, then the Parties shall
agree that the excess shortfall will be deemed Dead Freight and will be
payable immediately in the subsequent year based on notice from the
Contractor.
c. For the avoidance of doubt the application of the allowance under Article 5.3
shall start at the end of the 4th
year of the Initial Period.
5.4. The Company shall guarantee and indemnify the Contractor on the legality and
compliance of the Cargo with any applicable rules and regulations. The Company
shall apply for and obtain any applicable permits and licenses required for the
Cargo and its transport.

7. 7
Article 6
RATE
6.1. The Charter Rates shall for transshipment services exclusive of VAT and charges for
stevedores (“Charter Rate”), shall be:
a. Year 1 – 5 : USD ........ per GMT
b. Year 6 – 10 : USD ........ per GMT
6.2. The Charter Rate above is based on a fuel rate of USD ......../litre.
6.3. The Company shall have the obligation to arrange and enter into an agreement for
charges for stevedores services and bear all charges.
6.4. In the event that any excess shortfall arises as stipulated in Articles 5.2 and 5.3
above, the compensation for the shortfall shall be calculated based on the following
rate:
a. Years 1 – 4 : USD ...... per GMT;
b. Years 5 – 7 : USD ...... per GMT; and
c. Years 8 – 10 : USD ...... per GMT.
6.5. All the compensation indicated above shall be in United States Dollars on Vessel B/L
weight. The shortfalls shall be calculated each year during the Initial Period and
shall be applicable to all shortfalls in tonnage during the Initial Period.
6.6. The Charter Rate stipulated above shall be fixed and shall not under any
circumstances be adjusted for any fluctuation in the cost of materials, plant,
equipment, or services that may arise during the term of the Charter, save for any
adjustments under Articles 6.7. and 6.8. of this Charter.
6.7. The Charter Rate shall be adjusted for any rise and fall of fuel costs (in US Dollars)
in accordance with the formula below. The Parties shall calculate the rise and fall
adjustments applicable for the Cargo transport which occur in the month
concerned.
6.8. Rise and fall formula
PN = PB + BF (FN – FB)
Where:
PN = new adjusted freight rate
PB = base rate stipulated in Article 6.1.
BF = bunker factor = 1.7
FN = new fuel price
FB = base fuel price = USD1.09/liter (per Pertamina price list dated ............
excluding delivery charges which will be charged separetely)

8. 8
The actual fuel price is the list price closest to the date of loading or the date of the
Bill of Lading (which ever is earlier), in USD per liter of High Speed Diesel (HSD)
published by Pertamina at www...............com, which shall include VAT and tax for
fuel of motor vehicles (Pajak Bahan Bakar Kendaraan Bermotor/PBBKB), on the 1st
and 15th
of each month.
6.9. Volume Discount
In the event that any excess Cargo from the Annual Guaranteed Minimum Tonnage
of ............(..............) GMT or the adjusted minimum tonnage of related year as
stated in Article 5.2 and 5.3, the reduced rate for the excess Cargo shall be
calculated based on the following :
a. First ........... excess in a year (excess ........ – ...........) : USD ...... per GMT
b. Next .......... from (a) (i.e. excess ......... – .........) : USD ..... per GMT
c. Any excess above (b) (i.e. excess ......... and above) : USD ....... per GMT
Article 7
PURCHASE OPTION
7.1 The Contractor hereby grants an option to the Company or the Company’s nominee
to purchase the Vessels (the “Purchase Option”).
7.2 The Company or the Company’s nominee may exercise the Purchase Option if the
following conditions are fulfilled:
a. at the end of the Initial Period, with a notice in writing from the Company or
the Company’s nominee not later than 6 (six) months as from the end of the
Initial Period, the Company or the Company’s nominee pays a sum of USD
............. (................... United States Dollars) plus all applicable taxes; or
b. at the time when the Company has fulfilled the Guaranteed Minimum
Tonnage prior to the end of the Initial Period, with a notice in writing from
the Company not later than 1 (one) month after the Guaranteed Minimum
Tonnage is reached, the Company compensates the Contractor with an
additional minimum tonnage of .................. (eight hundred thousand) GMT
at the revised Charter Rate of USD ............ per GMT. In this option, the
delivery of the Vessels shall be done after the period required for completing
the services.
7.3 The Vessels shall be delivered on an as-is basis without any obligation by the
Contractor to rectify or repair the Vessels. No later than 2 (two) months before
delivery of the Vessels, the Contactor, accompanied by a representative of the
Company, shall draft and deliver to the Company lists of the working condition and
parts of the Vessels (the “Condition Statement”).

9. 9
7.4 The Parties shall sign a separate agreement governing the transfer of the Vessels
based on this Purchase Option.
7.5 Upon delivery of the Vessels, the Company shall inspect the Vessels in accordance
with the Condition Statement.
7.6 On the delivery date of the Vessels, in case of discovery of a material discrepancy
from the Condition Statement, except for fair wear and tear, the Contractor shall be
obliged to remedy such discrepancy and damage suffered by the Company.
7.7 Upon delivery of the Vessels, all of the obligations of each Party hereunder shall no
longer be in force and effect.
7.8 The Contractor shall warrant for no security interest, damage to any third party,
claim of employee or governmental sanction or charge.
Article 8
COMMISSIONING
8.1 The Commissioning Period shall start on the date described in the notice of Cargo
readiness from the Company and shall be completed once the Contractor
successfully loads the Cargo onto 2 (two) Bulk & Woodchip Carriers or 30 (thirty)
days from the date of the first commissioning, whichever is earlier. (the
“Commissioning Period”).
8.2 If within 3 (three) months as from ......................., the Company fails to provide
the Cargo for commissioning, the Commencement Date shall be started
automatically.
8.3 The amount of Cargo transported during the Commissioning Period shall be
included in the Guaranteed Minimum Tonnage.
Article 9
SCHEDULING
9.1. The Parties shall cause the regular exchange of information on the scheduling of the
Bulk & Woodchip Carrier and loading plans.
9.2. At least 30 (thirty) days prior to the commencement of each quarter, the Company
shall deliver to the Contractor a forecast loading schedule which shall be renewed at
the beginning of each quarter.
9.3. The first such forecast loading schedule shall be given not less than 30 (thirty) days
prior to the first forecast arrival of a Bulk & Woodchip Carrier during the Period and
the first quarter shall commence 24 (twenty four) hours before the first forecast
arrival of a Bulk & Woodchip Carrier.

10. 10
9.4. During the Period, the Parties shall communicate each week. Each week the
Company shall advise the Contractor of its finalized loading schedule for the next
week and update the loading schedule for the next 6 (six) weeks.
9.5. The Company agrees to use reasonable endeavours to schedule the arrival of the
Bulk & Woodchip Carriers at the Transshipment Location in a manner that is fairly
evenly spread and allows sufficient time for preloading of all 4 (four) barges, and
with a condition that the floating crane should serve at least one Bulk & Woodchip
Carrier per month to meet the minimum throughput.
9.6. In relation to every Bulk & Woodchip Carrier which is to be loaded:
a. The Company shall provide the Contractor with the proposed loading plan of
the Bulk & Woodchip Carriers;
b. Within one (1) day of receipt of a proposed loading plan, the Contractor shall
advise the Company (i) of any aspect of the loading plan that will, in its
opinion, have an adverse effect on the Minimum Loading Rate for
Transshipment, and (ii) the Contractor’s proposed changes to the loading
plan necessary to address such aspects; and
c. The Contractor shall be available to discuss with the Company any advice
under sub-paragraph (ii), as reasonably required by either of them.
Article 10
DEMURRAGE AND DISPATCH (PRELIM DRAFT - SUBJECT TO REVIEW)
10.1 Demurrage and dispacth for transshipment
a. if the Contractor fail to meet the gross Loading Rate for Transshipment
of ............ GMT on any day, the Contractor shall pay demurrage to the
Company (as applicable) under its Contract (as defined in Article 10.1.b
below), a rate of USD .............per day or pro rata for any part of a day. The
demurrage rate of each shipment will be agreed by both Parties at the time
of Bulk & Woodchip Carrier. Dispatch will be payable to the Contractor by the
Company where the gross Loading Rate For Transshipment is 7,700 GMT or
more on any day. The dispatch rate will be the same as the demurrage rate,
a rate of USD ............ per day.
b. For avoidance of doubt, a Contract referred in Article 10.1.a shall mean any
contract for the sale or purchase of Cargo between the Company and third
parties who are purchasing or selling the woodchip or with the owner of the
Bulk & Woodchip Carrier.
10.2 All demurrage and dispatch calculation shall be submitted to the Company on a
monthly basis and the Parties shall settle demurrage and dispatch monies at the
end of each calendar month.

11. 11
Article 11
PAYMENT TERMS
11.1 The Contractor shall at the end of each calendar month, submit to the Company a
payment claim for work carried out in accordance with the Charter. Each payment
claim must:
a. contains sufficient details demonstrating the calculation of the amount of
work done; and
b. includes a copy of the Certificate of Draft Survey or Bill of Lading (as
applicable).
11.2 The Contractor at the end of each 1 (one) year period shall also claim the payment
of the Annual Guaranteed Minimum Tonnage in the case of a shortfall of Cargo from
the Company pursuant to the rate agreed in this Charter.
11.3 The indicated payment shall include withholding tax ("PPh") but excluding VAT and
charges for stevedores. Each invoice shall be accompanied by a separate tax invoice
for VAT.
11.4 Payment shall be made within 30 (thirty) days from the date of receipt of invoices
(including documents required for the purpose of taxation).
11.5 Payments shall be made in United States Dollars to a bank account notified in
writing by the Contractor from time to time.
11.6 If the Company does not pay the invoice within 30 (thirty) days as mentioned in
Article 11.4 above, the Contractor shall send warning letters to the Company and
may impose a penalty as permitted by law.
11.7 If after the third warning letter the Company does not pay the invoice, the
Contractor shall have the right to declare an Event of Default and exercise its rights
pursuant to this Charter and prevailing regulations.
Article 12
BOND
12.1 Each Party shall provide a Performance Bond mutually within 7 (seven) Business
Days after the signing date of this Charter, each in the amount of US$ ................
(............................... United States Dollars) which shall be valid for 18 (eighteen)
months from the date of its issuance.
12.2 Each Party shall ensure that their Performance Bond is valid and enforceable until
the Commencement Date has been achieved. If the terms of the Performance Bond

12. 12
specify its expiry date and the Commencement Date has not been achieved, then
each Party shall extend the validity of their Performance Bond to the date that the
Commencement Date has been achieved, or provide a replacement or additional
performance bond which shall be valid for such period until the achievement of the
Commencement Date.
12.3 The Parties agree that the beneficiary Party of the Performance Bond shall be
entitled to automatically call and request liquidation of the Performance Bond in the
event the provider Party of the Performance Bond breaches the exclusivity of this
Charter and/or terminates this Charter and/or fails to meet its obligations under
this Charter.
12.4 The Performance Bond shall be returned and released to each of the provider Party
within 5 (five) Business Days upon the lapse of the above mentioned validity of the
Performance Bond or termination of the Charter by written mutual consent.
Article 13
LOADING CAPABILITIES AND LOADING RATE
Loading Capabilities and Loading Rate for Transshipment
13.1 The Contractor shall provide a floating crane that is capable of loading the Cargo
onto Bulk & Woodchip Carriers throughout the term of the Charter, including:
a. self sustained operation for the entire year with SHINC but not including
Major Public Holidays;
b. in sea conditions with high swell or wave of not more than 2.0 (two point
zero) metres in height and wind forces of not more than 10-15 m/s at the
Transshipment Location; provided that the determination of whether sea
conditions are outside the parameters shall be made by the Contractor
(acting reasonably) and must be consented or agreed to by either the Vessel
master or the loading master (such consent not to be unreasonably
withheld);
c. the size of any Bulk & Woodchip Carrier being at least ............and up
to ............. tonnes deadweight;
d. the size of any barge that is safely moored alongside the floating crane being
at least ........ feet long; and
e. the water line of any of the Bulk & Woodchip Carrier to the top of its hatch
cover being a maximum of ........ meters and its beam a maximum of .........
meters.
13.2 The Minimum Loading Rate for Transshipment shall not be less than [.........] GMT
per day subject to permitted laytime (the “Minimum Loading Rate for
Transshipment”). For the purpose of computing permitted laytime, any time lost

13. 13
by the Contractor during the operation after commencement of laytime as a result
of any of the events set out below shall not be counted as part of the laytime:
a. the weather conditions are not within the weather operating range;
b. an event of Force Majeure;
c. inefficiency of the Bulk & Woodchip Carrier (such as lack of lighting on deck
or delays in ballasting or deballasting);
d. any delay due to orders of the master of the Bulk & Woodchip Carrier;
e. all time taken to carry out the unconventional draft surveys;
f. the orders of any government entity or competent authority;
g. all time lost due to reasons outside the Contractor’s direct control; or
h. if any local port authority, navy or any other government entity requires the
Contractor to move the floating crane to a new suitable anchorage area
13.3 The Minimum Loading Rate for Transshipment does not apply to Major Public
Holidays.
Loading Capabilities and Loading Rate for Barging
13.4. The Minimum Loading Rate for Barging shall not be less than ........... GMT per day
or 2 (two) barges per day subject to permitted laytime (the “Minimum Loading
Rate for Barging”). For the purpose of computing permitted laytime, any time lost
by the Contractor during the operation after commencement of laytime as a result
of any of the events set out below shall not be counted as part of the laytime:
a. acts or omissions of third parties, except to the extent within the control of
the Contractor;
b. unavailability of Cargo in the Loading Port;
c. the weather conditions are not within the weather operating range;
d. an event of Force Majeure;
e. time lost for moving bulldozers following a request by the Company.
13.5 The Minimum Loading Rate for Barging does not apply to Major Public Holidays.
13.6 The obligation of the Contractor to meet the Loading Rate is subject to the
availability of the Cargo from the Company.

14. 14
13.7 The minimum cargo to be loaded per barge is 5,000 GMT depend on the loadable
volume of the barge mentioned in the Vessels’ definitions.
Article 14
OFF-HIRE
For Floating Crane
14.1 a. Drydocking of floating crane will be conducted 3 (three) times within the
Initial Period. The timing of drydocking shall be mutually agreed by the
Parties. Each drydocking will take 6 (six) weeks to complete including time
for mobilization and demobilization (the “Floating Crane Drydocking
Period”).
b. During the Floating Crane Drydocking Period as stated in Article 14.1 a.
above, any transshipment activities will not be calculated as part of the
Annual Guaranteed Minimum Tonnage.
14.2 The Company shall make best effort to avoid scheduling of shipment during the
Floating Crane Drydocking Period.
14.3 The Contractor shall also conduct monthly scheduled maintenance for
approximately 3 (three) days. (If floating crane’s idle time is more than 3 (three)
days per month the maintenance days shall be restricted to just 1 (one) day)
14.4 In any event that the Company requires the use of floating crane during the
Floating Crane Drydocking Period or for any other reason mentioned in 14.1, the
Contractor shall, by mutual agreement, substitute similar floating crane. The rate
for the substitute shall be mutually agreed by the Parties.
For Tugs and Barges
14.5 1 (one) drydocking will be conducted after 5 years of Vessels delivery or operations
for each tug and barge. The timing of drydocking shall be mutually agreed by the
Parties. Each drydocking will take 6 (six) weeks to complete including time for
mobilization and demobilization (the “Tug and Barge Drydocking Period”).
14.6 The contractor shall pull out one set of tug and barge for drydocking one at a time
or try to drydock as many sets as possible when there is no shipment during
Floating Crane Drydocking Period mentioned in Article 14.1. The Contractor, if
required, shall find a substitute with similar specifications. The rate for the
substitute shall be mutually agreed by the Parties.
Article 15
BACK-UP SOLUTION AND COMPENSATION

15. 15
15.1. If the Contractor fails to ensure the availability of the Vessels at the loading port by
the end of ............... or after 6 (six) weeks of Floating Crane Drydocking Period or
after 3 days of the Vessels’ maintenance period, the Contractor shall have an
obligation to provide to the Company the one of the following:
a. The Contractor shall prepare the Back-up Solution of similar vessels; or
b. The Contractor shall pay the compensation of the liquidated damage to the
Company (USD ............. for each day of delay).
15.2. Guaranteed Minimum Tonnage shall be deducted pro rata with the number of days
of stoppage.
Article 16
OBLIGATIONS OF THE CONTRACTOR
16.1. The Contractor shall make available to the Company the Vessels, which will be on
standby at the ............. anchorage point or such other anchorage point as may be
directed by the Company or so near as the Vessels can safely get and lie always
afloat.
16.2. The Contractor shall prepare the floating crane so that it will be ready for use at the
Vessels’ nominated anchorage prior to the arrival of the Vessels in order that
loading shall always commence on time.
16.3. The Contractor shall at all times be responsible for the safety of and any emergency
medical care required for any of the Contractor's personnel.
16.4. The Contractor shall provide the Company with the following reports:
a. reporting status on a daily basis;
b. statement of facts as loading is in progress on a daily basis; and
c. laytime statement within 72 (seventy two) hours after completion of loading.
16.5. The Contractor shall at all times be responsible for obtaining and maintaining all the
required licenses, approvals or authorizations for the operation of its business in
accordance with the prevailing laws and regulations.
16.6. The Contractor shall, at its own expense, maintain in full force and effect a Marine
Hull Insurance and Protection and Indemnity/P&I Insurance.
16.7. The Contractor shall pay the wages for Service Personnel employed by the
Contractor.
16.8. The Contractor shall provide the Performance Bond in accordance with this Charter.

16. 16
16.9. The Contractor shall be responsible for paying all its obligations as stated in this
Charter.
Article 17
OBLIGATIONS OF THE COMPANY
17.1. The Company is obliged to provide the Contractor with the Guaranteed Minimum
Tonnage.
17.2. In connection with the performance in this Charter, the Company shall:
a. ensure no foreign materials are introduced into the Cargo;
b. without delay notify the Contractor if it becomes aware of any foreign
materials in the Cargo; and
c. give reasonable instruction to the Contractor in relation to any foreign
materials discovered in the Cargo, at the Company’s cost.
17.3. The Company shall be, at its own cost, responsible for arranging credible surveyors
to conduct the draft survey at the Loading Port.
17.4. The Company shall instruct the Bulk & Woodchip Carriers’ masters to cooperate
with the Contractor in the shifting, mooring and unmooring of the floating crane
and all reasonable instructions of the Contractor.
17.5. The Company must ensure that the Vessels are employed in lawful trades for the
carriage of the Cargo between safe ports or places where the Vessels can safely lie
always afloat.
17.6. The Company shall at all times be responsible for obtaining and maintaining all the
required licenses, approvals or authorizations for the operation of its business in
accordance with the prevailing laws and regulations.
17.7. The Company shall be responsible for paying all its obligations as stated in this
Charter.
17.8. The Company shall provide the Performance Bond in accordance with this Charter.
17.9. In the event that the Company still cannot provide the Annual Guaranteed Minimum
Tonnage each year and a Guaranteed Minimum Tonnage for the whole Initial Period
to the Contractor as stipulated in Article 5 of this Charter, then the Company shall
not enter into any charter for the Cargo with other party (ies) during the Period of
this Charter.

17. 17
Article 18
REPRESENTATIONS & WARRANTIES
Each Party represents and warrants to the other Party that:
18.1. the execution, delivery and performance of the Charter by it has been duly
authorised by all requisite corporate action, and will not contravene any provision
of, or constitute a default under, any other agreement or instrument to which it is a
party or by which it or its property may be bound;
18.2. it is duly organized and validly existing under the laws of Indonesia and has all
requisite legal power and authority to execute this Charter and to carry out the
terms, conditions and provisions hereof;
18.3. all governmental approvals and all laws required to authorize the execution,
delivery and performance by it of this Charter and the transactions contemplated
hereby have been or will in good time be taken or obtained and are and will be in
full force and effect except to the extent of such actions as by the terms hereof are
to be taken at a later time;
18.4. the execution, delivery and performance by it of this Charter does not conflict with
the terms of any laws or governmental approvals applicable to it;
18.5. this Charter constitutes its legal, valid and binding obligation, enforceable in
accordance with the terms hereof except as the enforceability hereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally; and
18.6. there are no actions, suits or proceedings pending or, to the best of its knowledge,
threatened, against or affecting it before any court or administrative body or
arbitral tribunal that could reasonably be expected to materially adversely affect its
ability to meet and carry out its obligations under this Charter.
Article 19
FORCE MAJEURE
19.1. “Force Majeure” means any event or circumstance or combination of events or
circumstances:
a. beyond the reasonable control (directly or indirectly) and without the fault or
negligence of the Party claiming Force Majeure;
b. which, despite all reasonable efforts of the Party claiming Force Majeure to
prevent it or mitigate its effects:

18. 18
i. causes a delay or disruption in the performance by either Party of any
obligation imposed hereunder (other than a payment obligation); or
ii. materially and adversely affects the performance by that Party or its
rights under or pursuant to this Charter; and
c. could not have been prevented, overcome, or remedied, in whole or in part,
through the exercise of reasonable diligence (including without limitation in
the case of the Contractor only, proper maintenance or the adoption of
practices and procedures and the taking of precautionary measures in
accordance with prudent operator practices), foresight or care by the Party
claiming Force Majeure.
19.2. Examples of Force Majeure
Force Majeure shall include the following events and circumstances to the extent
that they satisfy the requirements of Article 19.1:
a. acts of God or unusually severe weather conditions, lightning, drought, fire,
earthquake, volcanic eruption, landslide, flood, storm, cyclone, typhoon,
tornado, or storms;
b. war, hostilities (whether war be declared or not), civil commotions, invasion,
act of foreign hostiles, acts of piracy, rebellion, terrorism, revolution,
insurrection, military or usurped power, or civil war;
c. explosion or chemical contamination;
d. epidemic, quarantine, disaster, famine or plague;
e. nationalization, expropriation, compulsory acquisition, confiscation,
requisition or sequestration of any material assets or rights or other interest
of the Company or the Contractor;
f. any other act of any GovernmentalAuthority, including Lapse of Consent;
g. restraints of princes and rulers;
h. total loss or destruction of one of the Vessels or the floating crane;
i. latent defects and perils of the sea; and
j. events or circumstances of a nature analogous to any of the foregoing.
19.3. Excluded Events
Force Majeure events shall expressly exclude, without limitation, all or any of the
following events, causes or conditions:

19. 19
a. normal wear and tear or random flaws in materials or Vessels, barges, tugs,
plant, machinery or equipment, and/or any outage or breakdown of Vessels,
barges, tugs, plant, machinery; or equipment except to the extent that it
results directly from a Force Majeure event;
b. any failure or inability to pay any sum of money when due and payable; and
c. any failure or inability of the Company to provide the Cargo to the Contractor
due to any reasons other than any of the Force Majeure events.
19.4. Notification of Force Majeure
a. In the event one Party becomes aware of the occurrence of a Force Majeure
event, the following conditions shall apply:
i. the non-performing Party shall give the other Party immediately or as
soon as practicable, but no later than 72 (seventy-two) hours after the
occurrence of the event, a written notice describing in reasonable
detail the reason for non-compliance, the obligation or condition
affected and the particulars of the occurrence and the likely duration
that such occurrence will affect such Party;
ii. the non-performing Party shall continue to furnish weekly reports on
the impact on its performance and on its efforts to overcome the effect
of the Force Majeure during the period that such Party is affected by
the Force Majeure;
iii. the non-performing Party shall use its reasonable efforts to remedy its
inability to perform or otherwise to mitigate the effect of the Force
Majeure event; and
iv. as soon as the non-performing Party anticipates that it will be able to
resume performance of its obligations under this Charter, that Party
shall promptly give the other Party written notice to that effect and
shall promptly resume performance of its obligations.
b. Failure by the non-performing Party to comply with this Article 19.4 shall
result in it losing its right to rely upon (or to continue to rely upon) the event
of Force Majeure to which the failure relates.
19.5. Consequences of Force Majeure
a. Neither Party shall be responsible or liable for or deemed in default or in
breach of this Charter because of any failure or delay in complying with its
obligations under or pursuant to this Charter due solely to one or more
events of Force Majeure or its or their effects or by any combination thereof;

20. 20
b. The obligation of a non-performing Party to fulfill its duties under this Charter
shall be temporarily suspended during the period in which such Party is
unable to perform by reason of an event of Force Majeure, but only to the
extent of such inability to perform;
c. Those obligations of the Parties which are provided for in this Charter and
which are not affected by the event of Force Majeure shall continue
unabated; and
d. Subject to Article 19.6, if an event of Force Majeure occurs during the Period
that renders it impossible for the Contractor to perform its obligations in
accordance with this Charter, the Term shall be extended day-for-day by the
duration of each day of delay caused by such event of Force Majeure.
19.6. Termination for Prolonged Force Majeure
Any Party shall be entitled to terminate this Charter forthwith by a termination
notice to the other Party if one or more event(s) of Force Majeure render it
impossible for a Party to fulfill its obligations in accordance with this Charter and
such event of Force Majeure is permanent, or if temporary, lasts uninterruptedly for
a continuous period of 90 (ninety) days or more.
19.7. Alternative Arrangements
During the continuance of a Force Majeure which affects the Company only, the
Contractor shall be entitled to arrange alternative short term charter for the Vessels
with satisfactory arrangements for the return of the Vessels to service under this
Charter following the end of the Force Majeure at a rate to be further agreed by the
Parties.
Article 20
EVENTS OF DEFAULT
The occurrence of any one or more of the following events, acts or occurrences shall be an
event of default:
a. Either Party files for, or any proceedings are commenced, or any order or judgment
is given by any court for, the bankruptcy, liquidation, winding-up or re-organization
of a Party or for the appointment of a receiver, conservator, liquidator, trustee or
similar officer of a Party, or of all or part of a Party’s business or assets; or
b. The Contractor defaults in the due performance and observance of any of the
terms, covenants and conditions contained in this Charter and has failed to cure
such material breach within 15 (fifteen) Business Days after receipt of written
notice from the Company requesting cure of such breach; or

21. 21
c. The Company defaults in the due performance and observance of any of the terms,
covenants and conditions contained in this Charter including non-payment and has
failed to cure such material breach within 15 (fifteen) Business Days after receipt of
written notice from the Contractor requesting cure of such breach.
Article 21
TERMINATION
21.1. This Charter shall terminate upon the occurrence of one or more of the following
events:
a. Expiration of the term of this Charter;
b. A Party becoming insolvent or a petition being presented or an order being
made or an effective resolution being passed for the winding up, insolvency,
administration, reconstruction, dissolution or bankruptcy of a Party (the
"Insolvent Party");
c. A Force Majeure event continuing for more than 90 (ninety) days after notice
of the event is given by the affected Party;
d. The Contractor declaring an event of default in accordance with Article 20 c;
e. The Company declaring an event of default in accordance with Article 20 b;
f. If after the Commissioning Period, the Company does not fulfill its obligations
under Article 5.1 of this Charter;
g. By mutual agreement in writing by the Parties to terminate this Charter;
h. If the Company does not provide, extend the validity of, or provide a
replacement or additional Performance Bond in terms as stipulated in this
Charter;
i. If the Contractor does not provide, extend the validity of, or provide a
replacement or additional Performance Bond in terms as stipulated in this
Charter; and
j. The Contractor may terminate the Charter in the event the Contractor has
given the Notice of Vessels Readiness but the Company fails to provide the
Cargo within 12 (twelve) months from 31 January 2013.
21.2. If the Contractor terminate this Charter for any reason stated in Article 21.1
subparagraph b, d, f, h, j of this Charter, the Contractor has to give written notice
to the Company and this Charter shall terminate effectively 14 (fourteen) Business
Days after such notice received by the Company and the following condition shall
apply:

22. 22
a. The Company must fulfill any of its obligations as stated in this Charter prior
to the event of termination, including but not limited to its obligation in
providing the Guarantee Minimum Tonnage, and;
b. The Company shall pay termination compensation to the Contractor (the
“Contractor Termination Compensation”). The Contractor Termination
Compensation shall be calculated as follows:
Prior to the Commencement Date:
(i) The Company’s Performance Bond of USD ............; plus
(ii) The Contractor shall have the option to sell the vessels to the
Company and/or the Company’s nominee at the Vessel Costs; plus
(iii) USD ...................
After the Commencement Date:
(i) The Contractor shall have the option to sell the Vessels to the
Company at the Vessel Costs (subject to depreciation recorded by the
Contractor);plus
(ii) USD ................. multiply by the remaining years from the Initial
Period then divided by the Initial Period.
21.3. If the Company terminates this Charter for any reason stated in Article 21.1
subparagraph b, e and i of this Charter, the Company has to give written notice to
the Contractor and this Charter shall terminate effectively 14 (fourteen) Business
Days after such notice received by the Contractor and the following condition shall
apply:
The Contractor shall pay termination compensation to the Company (the
“Company Termination Compensation”). The Company Termination
Compensation shall be calculated as follows:
Prior to the Commencement Date:
(i) The Contractor’s Performance Bond of USD ................; plus
(ii) The Company and/or the Company’s nominee shall have the option to
purchase the Vessels at 15% discount from the Vessel Costs; plus
(iii) USD .................
After the Commencement Date:
(i) The Company shall have the option to purchase the Vessels at 15% discount
from the Vessel Costs (subject to depreciation recorded by the Contractor);
plus
(ii) USD .................. times the remaining years from the Initial Period divided
by the Initial Period.

23. 23
21.4. Where the Company is liable to pay the Contractor the Vessel Costs pursuant to
Article 21.2 and Article 21.3 above, the Contractor will use all reasonable
endeavours to transfer or assign any contracts, ownership of the Vessels or any
other economic benefit in relation to the Vessels where practicable, on an as-is
basis and without any warranties whatsoever.
21.5. The termination of this Charter shall immediately take effect upon termination for
the reason stated in Article 21.1 subparagraph g of this Charter.
21.6. The Parties hereby waive the provisions of Article 1266 and 1267 of the Indonesian
Civil Code (Kitab Undang-undang Hukum Perdata) with respect to this Charter to
the extent that such waiver is necessary to terminate this Charter without judicial
pronouncement in accordance with this Charter.
21.7. All obligations of each Party prior to the termination date shall be borne by the
relevant Party.
Article 22
GOVERNING LAWS AND CHANGE IN LAWS
22.1. This Charter, and any non contractual obligations arising out of, or in connection
with, this Charter, shall be governed by, and construed, in accordance with, the
laws of the Republic of Indonesia.
22.2. The Parties agree that the terms of this Charter have been negotiated and agreed
upon having regard to the applicable laws in force on the date of this Charter.
22.3. If at any time during the term of this Charter any action or inaction by the
Government of Indonesia or an Indonesian government agency or department
(including by the introduction or enactment of new laws, a change in the way in
which an applicable law is applied or interpreted or by the issue of a direction or
decree) causes material adverse impacts on the Company’s ability to provide the
Guaranteed Minimum Tonnage or causes material adverse impacts on the
Contractor’s ability and results in an increased cost to the Contractor to perform the
Services, then the Parties shall negotiate in good faith to address such material
adverse impacts, including, but not limited to the renegotiation of the terms of this
Charter.
Article 23
DISPUTE RESOLUTION
23.1. Any and all differences and disputes of whatsoever nature arising out of this
Charter shall be put to the Indonesian National Arbitration Agency (Badan Arbitrase
Nasional Indonesia) in the Republic of Indonesia pursuant to the Law related to
Arbitration in force in the Republic of Indonesia, before a board of three persons,

24. 24
consisting of one Arbitrator to be appointed by Contractor, one to be appointed by
Company, and one by the two Arbitrators so chosen.
23.2. In the event that either the Contractor or the Company states a dispute and
designates an Arbitrator in writing, the other Party shall have 14 (fourteen) days
excluding Saturdays, Sundays and legal holidays to designate an Arbitrator, failing
which the single Arbitrator may render an award hereunder. The decision of any
two of the three Arbitrators appointed shall be final.
23.3. Until such time as the Arbitrators finally close the hearings, either Party shall have
the right by written notice served on the Arbitrators and on the other Party to
specify further disputes or differences under this Charter for hearing and
determination. The Arbitrators may grant any relief and render an award, which
they or the majority of them, deem just and equitable and within the scope of the
Charter of the Parties, including but not limited to, specific performance. Awards
pursuant to this Article may include costs, including a reasonable allowance for
attorney’s fees, and judgment may be entered upon any award made hereunder in
any court having jurisdiction.
23.4. The Parties must continue to perform their obligations hereunder until the
Arbitrators give their award.
23.5. The award (decision) rendered by Badan Arbitrase Nasional Indonesia shall be
binding and final upon the Parties.
Article 24
ASSIGNMENT
Each Party shall have the right to transfer, assign or otherwise dispose of any of its rights,
obligations, interests in and to this Charter provided that:
24.1. the intended assignee is not in competition with the other Party; and
24.2. such Party has obtained written approval for the assignment from the other Party
subject to the following conditions:
a. the Party making the assignment (Assignor) shall bear any and all costs,
expenses, fees and/or charges incurred in respect of or in connection with
such assignment;
b. the party receiving the assignment (Assignee) shall enter into a Deed of
Accession with the Assignor and shall be bound by all the terms and
conditions of this Charter; and
c. the Assignor shall remain fully liable and responsible for the performance of
the Assignee’s obligations hereunder by way of guaranteeing such
obligations.

25. 25
Article 25
CONFIDENTIALITY
25.1. Subject to Article 25.2, each Party must keep confidential the contents of this
Charter, the details of any negotiations leading to the conclusion of this Charter and
any communication made or documentation issued in connection with this Charter
("Confidential Information"), and shall not disclose the same to any other person
without the written consent of the other Party.
25.2. A Party may disclose Confidential Information only:
a. on a confidential basis, to such of its officers, employees, agents or sub
Contractors as require that knowledge in order to carry out their duties in
accordance with this Charter and its affiliates;
b. to the extent required by law or the rules of any stock exchange; and
c. on a confidential basis, to any bona fide proposed or prospective transferee
of its rights and obligations under this Charter, or an economic interest in
them.
25.3. The obligation of confidentiality under this Charter is a continuing obligation and
shall remain in force during the term of this Charter and afterwards for a period of
1 (one) year.
Article 26
LIMITATION OF LIABILITY
Except as expressly provided in this Charter, no Party shall in any circumstances have any
liability of any nature whatsoever to the other Party for any indirect or consequential
losses or loss of profits, loss of anticipated savings, loss of business, or loss of data or
losses arising out of commitments to third parties or for any other losses, damages, costs
or expenses that do not flow directly or naturally from a breach of this Charter.
Article 27
LANGUAGE
To the extent that Law No. 24 of 2009 of the Republic of Indonesia on the Flag, Language,
State Emblem and National Anthem applies to this Charter (as an agreement to which an
Indonesian entity is a party), the Parties shall, if required by any Party or by any enabling
regulations under Law No. 24 of 2009, translate this Charter into Bahasa Indonesia, but in
the event of any inconsistency between the Bahasa Indonesia and English language
versions, the English language version shall to the maximum extent permitted by law
prevail to the extent of such inconsistency.

26. 26
Article 28
WAIVER OF RIGHTS
The failure of any Party to insist in any one or more instances upon strict performance of
any of the provisions of this Charter or to take advantage of any of its rights hereunder
shall not be construed as a waiver of any such provisions or the relinquishment of any
such rights and the same shall continue and remain in force and effect. A single or partial
exercise of any right, power or remedy does not preclude any other or further exercise of
that or any other right, power or remedy. A waiver is not valid or binding on the Party
granting that waiver unless made in writing and signed by a duly authorized
representative of that Party.
Article 29
SEVERABILITY OF PROVISIONS
Any provision of this Charter that is prohibited or unenforceable in any jurisdiction shall be
ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. This
shall not invalidate the remaining provisions of this Charter nor affect the validity or
enforceability of that provision in any other jurisdiction.
Article 30
ENTIRE CHARTER
This Charter contains the entire agreement between the Parties with respect to its subject
matter. It sets out the only conduct, representations, warranties, covenants, conditions,
information, discussions, agreements or understandings (collectively "Conduct") relied on
by the Parties and supersedes all earlier Conduct by or between the Parties in connection
with its subject matter. None of the Parties has relied or is relying on any other Conduct
in entering into this Charter and completing the transactions contemplated by it.
Article 31
TAXES AND COSTS
The Parties shall bear their own taxes, costs and expenses arising out of and in connection
with the promulgation and execution of this Charter and shall follow the requirements of
the Indonesian tax rules and regulations.
Article 32
NOTICES
A notice, request, demand or other communication in connection with this Charter must
be in writing and be delivered to the address of the addressee, or by air courier or sent by

27. 27
facsimile to the facsimile number of the addressee specified below, or, if the addressee
notifies another address or facsimile number in accordance with this Article 32, then to
that address or facsimile number. The initial address and facsimile number of each Party
is set out below:
To the Contractor:
PT __________________
..........................................
Telephone:
Facsimile :
Attention :
To the Company:
PT __________________
..........................................
..........................................
..........................................
Telephone:
Facsimile:
Attention:
Any notices given by either Party shall, irrespective of any provision of law otherwise
applicable, be deemed to have been given when such notice, addressed to the other Party
or to the Contractor’s/Company’s agent at its place of business designated in this Charter,
is posted, faxed or telexed.
IN WITNESS HEREOF, the Parties have caused this Charter to be executed in duplicate
the day, date and year herein first above written.
PT __________________
_____________________________
Name : ................................
Title : Director
PT __________________
_____________________________
Name : .................................
Title : President Director