Exhibit 10.10.1

AMENDMENT TO POWER PURCHASE AGREEMENT

between

P.T.
PAITON ENERGY COMPANY
(formerly known as P.T. Paiton Energy Company)
as Seller

and

P.T.
PLN (Persero)
(as successor to Perusahaan Umum Listrik Negara)
as PLN

Dated
as of June 28, 2002

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Execution Copy

AMENDMENT  TO  POWER PURCHASE AGREEMENT

This Amendment to Power Purchase Agreement (this "Amendment"), dated as of June 28, 2002, between P.T. Paiton Energy (formerly known as P.T. Paiton Energy
Company) ("Seller"), a limited liability company organized and existing under the laws of the Republic of Indonesia with its principal address at Menara Batavia, 8th Floor, Jl. K.H. Mas
Mansyur Kav. 126, Jakarta 10220, and P.T. PLN (Persero) (as successor to Perusahaan Umum Listrik Negara) ("PLN"), a limited liability company organized and existing under the laws of the Republic of
Indonesia with its principal address at Jl. Trunojoyo No. 1/135 Kebayoran Baru, Jakarta Selatan 12160.

WITNESSETH

WHEREAS, Seller and PLN entered into a Power Purchase Agreement dated as of, and executed and delivered by the Parties on, February 12, 1994 (the "Original
PPA");

WHEREAS,
the Plant has been completed, the Commercial Operation Date was achieved on July 10, 1999, and the Special Facilities were completed and turned over to PLN;

WHEREAS,
Seller and PLN have been engaged in discussions to amend and restructure the Original PPA, and pending the finalization of such discussions Seller and PLN have entered into
various interim agreements, comprising the Interim Agreement dated February 21, 2000, the Phase I Agreement effective as of January 1, 2001, the Phase II Agreement effective as of
July 1, 2001, and the Phase III Agreement effective as of October 1, 2001;

WHEREAS,
Seller and PLN entered into a Binding Term Sheet, dated as of December 14, 2001 and effective as of January 1, 2002 (the "Binding Term Sheet"), to set forth
certain commercial terms of agreement on the principal amendments to the Original PPA, including among other things changing the Term of the Original PPA, modifying Components A and C of the tariff
under the Original PPA, and providing for Restructuring Settlement Payments for the settlement of arrearages as provided in Section 3.12 of this Amendment, and the waiver of certain claims
arising out of or in connection with the Original PPA, as provided in Article 5 of this Amendment; and

WHEREAS,
Seller and PLN now wish to amend certain provisions of the Original PPA as set forth herein, and to set out certain other matters in connection with such amendments;

NOW,
THEREFORE, in consideration of the above premises, and in further consideration of the mutual covenants and agreements hereinafter set forth, Seller and PLN (each a "Party", and
collectively, the "Parties") hereby agree as follows.

ARTICLE 1.    INTERPRETATION

1.1 Capitalized terms used herein have the meanings ascribed to them in the Original PPA, save as otherwise provided herein.

ARTICLE 2.    CONDITIONS PRECEDENT; TERMINATION

2.1 This Amendment shall become effective only on the date (the "PPA Amendment Effective Date") when each of the conditions set forth in Schedule 1 have
been satisfied or waived and the Parties have executed and delivered to each other a "Certificate of Effectiveness" in the form of Exhibit A to that effect ("CP Satisfaction"). Upon CP
Satisfaction, the amendments to the Original PPA set forth herein will be deemed to have been effective as of January 1, 2002; however, the Binding

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Term Sheet (only while it remains in effect), together with the Original PPA, shall govern the relationship of the Parties and their duties, rights and obligations from and after January 1,
2002 until the PPA Amendment Effective Date. After the PPA Amendment Effective Date, the Binding Term Sheet shall be of no further force and effect. Upon the execution and delivery by both Parties of
the Certificate of Effectiveness, the other matters set forth in this Amendment will also be deemed to have been effective as of January 1, 2002, unless otherwise specified.

2.2
If CP Satisfaction has not occurred within 180 Days of the date hereof (as indicated in the Preamble), then this Amendment can be terminated by either Party by giving thirty
(30) days' written notice of such termination to the other Party; provided that the Parties may by mutual agreement extend the termination date for such period or periods as they may mutually
determine. Upon termination of this Amendment, the Parties shall have no rights, liabilities or obligations hereunder, the Parties will revert back to the terms and conditions of the Original PPA,
which shall remain unchanged and in full force and effect, and the Parties shall retain all rights and remedies under the Original PPA.

ARTICLE 3.    SPECIFIC AMENDMENTS TO ORIGINAL PPA

Upon CP Satisfaction and without further action of the Parties, the following modifications to the Original PPA will take effect as of January 1, 2002
(unless expressly stated to take effect as of a different date):

3.1
The following new definition is added to Article 1 (Definitions) of the Original PPA after the definition of Agreement:



3.2
The definition of "Billing Period" in Article 1 (Definitions) of the Original PPA is deleted and replaced with the following:



3.3
The definition of "Coal Supply Plan" in Article 1 (Definitions) of the Original PPA is deleted and replaced with the following:



3.4 The definition of "Contract Year" in Article 1 (Definitions) of the Original PPA is deleted and replaced with the following:



3.5
The following definition is inserted in Article 1 (Definitions) of the Original PPA after the definition of "Good Utility Practice":



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3.6
The following definition is inserted in Article 1 (Definitions) of the Original PPA after the definition of "kWh":



3.7
The definition of "Qualifying Alternate Coal" in Article 1 (Definitions) of the Original PPA is deleted and replaced with the following:



3.8
The following definitions are inserted in Article 1 (Definitions) of the Original PPA after the definition of "Required Commercial Operation Date":



3.9
Section 2.2 of the Original PPA is deleted in its entirety and replaced with the following:



3.10
Section 8.1(d) of the Original PPA is amended by deleting the references to "83%" where they appear and replacing them with
"85%".

3.11
Section 8.2.1(a) of the Original PPA is amended by adding a new subsection (iii) as follows:



3.12 Section 9 of the Original PPA is amended by adding a new Section 9.4 as follows:



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3.13 Section 11.3 of the Original PPA is deleted in its entirety and replaced with the following:



3.14
Section 15.2 of the Original PPA is amended by:



3.15
Section 15.3 of the Original PPA is amended to add a new subsection (f):



3.16 Section 15.5 of the Original PPA is amended by:



3.17
Section 16.1.4(b)(i) of the Original PPA is amended by deleting it in its entirety and replacing it with the following:



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3.18 Section 16.2 of the Original PPA is amended by adding new subsection 16.2.5 as follows:



3.19 Section 16.3.1(b) of the Original PPA is amended by inserting, after the reference to "Section 16.2.4" in the second line thereof, the words
"or Section 16.2.5".

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3.20 Section 21.2(b) of the Original PPA is amended by deleting the address, telephone and facsimile numbers for Seller and replacing them with the following:



3.21 Appendix B of the Original PPA is amended by:



(c)
deleting item F. under paragraph "XII. HOT STARTS" and the "Note" immediately following it on page B-5 and replacing it with the following:



3.22
Appendix F of the Original PPA is amended by:



| | n | = | the number of Contract Years and partial Contract Years from the Calculation Date to December 31, 2040;
| | - | - | -------------------------------------------------------------------------------------------------------

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| | Afpy | = | the agreed projected Availability Factor, AFp, for each Contract Year, y, as set forth in Appendix G, beginning with the Calculation Date until the end of Contract Year 40;
| | ---- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | CCRy | = | the Capital Cost Recovery Charge Rate, CCR, for each Contract Year, y, as set forth in Appendix G, beginning with the Calculation Date until the end of Contract Year 40;   
| | Fy   | = | 0.33 for Contract Years, y= {1,..., 6}                                                                                                                                      
| |      |   | 0.45 for Contract Years, y= {7,..., 14}                                                                                                                                     
| |      |   | 0.62 for Contract Years, y= {15,..., 40}; plus                                                                                                                              



3.23 Appendix G of the Original PPA is amended by:



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|36 |  | 2036 |  | 1220 |  | 1280 |  | 888 |  | 84.98
|-- |  | ---- |  | ---- |  | ---- |  | --- |  | -----
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|37 |  | 2037 |  | 1220 |  | 1280 |  | 888 |  | 84.98
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|38 |  | 2038 |  | 1220 |  | 1280 |  | 588 |  | 86.14
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|39 |  | 2039 |  | 1220 |  | 1280 |  | 588 |  | 86.14
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|40 |  | 2040 |  | 1220 |  | 1280 |  | 888 |  | 82.72
|  



| | P | = | An allowance for cost of coal (in Rp/kg) to be used in the calculation of Energy Charge Rate ECR, for the year 1997. For subsequent years, P is to be determined in accordance with Appendix S.
| | - | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

and replacing it with:

| | P | = | The base CIF Paiton Site cost of coal (in Rp/kg) comprising the costs as stipulated in each of the Primary and Secondary Supply Contracts with Suppliers (excluding coal that PLN supplies under Sections 3.2, 3.6 and/or
4.2 of Appendix S), or as otherwise determined pursuant to Appendix S.
| | - | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



and replacing it with:



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DPp = 0.60

Year 1997 through Year 2001 thereafter to be adjusted in accordance with Appendix S.


and replacing it with:

DPp = 0.60

Year 2002 through Year 2006; thereafter to be adjusted in accordance with Appendix S.




CCR =
Capital Cost Recovery Charge Rate (in Rp. per kW-year) to be used in the calculation of Component A of the Capacity Payment for performance up to and including AFpm for the Billing Period


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| | CCR1 =  | 1,092,596 Rp per kW-year            
| | ------- | ------------------------------------
| | CCR2 =  | 1,065,816 Rp per kW-year            
| | CCR3 =  | 553,439 Rp per kW-year              
| | STEP1 = | Contract Year 1 to Contract Year 6  
| | STEP2 = | Contract Year 7 to Contract Year 12 
| | STEP3 = | Contract Year 13 to Contract Year 30

and inserting the following equation and words:

| | CCR | = | Capital Cost Recovery Charge Rate equal to 630,414.54 Rp per kW-year to be used in the calculation of Component A of the Capacity Payment for performance up to and including AFPM for the Billing Period.
| | --- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | MHLpco | = | As previously defined                                                                                                                   
| | ------ | - | ----------------------------------------------------------------------------------------------------------------------------------------
| | Bpco   | = | The product of contracted capacity of the Plant prior to Commercial Operation Date (CCpco) and the number of hours in the Billing Period



AFa
= [a/B] * CR



| | a. |  | If a/B # 40% * AFpm                | CR = 1   
| | -- |  | ---------------------------------- | ---------
| | b. |  | If 40% * AFpm - a/B # 75/83 * AFpm | CR = 1.09
| | c. |  | If 75/83 * AFpm - a/B # AFpm       |          

| |  | CR = 1 + [0.09 * |  | (AFpm - a/B) ]       
| |  | ---------------- |  | ---------------------
| |  |                  |  |                      
| |  |                  |  | (AFpm - 75/83 * AFpm)

| | d. |  | If a/B > AFpm | CR = 1
| | -- |  | ------------- | ------
| |    |  |               |       

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| | During the balance of Contract Year 1:
| | --------------------------------------
| | a.                                    
| | b.                                    
| | c.                                    

| |  | CR = 1 + [0.02 * |  | (AFpm - a/B) ]          
| |  | ---------------- |  | ------------------------
| |  |                  |  |                         
| |  |                  |  | (AFpm - 75/85.26 * AFpm)

| | d. |  | If a/B > AFpm | CR = 1
| | -- |  | ------------- | ------



3.24
Appendix P of the Original PPA is amended by:



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3.25
Appendix S of the Original PPA is amended by deleting it in its entirety and replacing it with a new Appendix S as specified in Schedule 3 to this Amendment.

3.26
Appendix T of the Original PPA is amended by:



Parcel Description

HectaresPower Block Area/Seawater Scrubber Area

9.8Warehouse and Machine Shop Area/Waste
Water Treatment Area/Service Water Storage Area

3.6Coal Storage Area (including areas to be reclaimed)/
Administration Area/Simulator Area

30.2Ash Disposal Area

32.4Permanent Operator Housing Area

11.087.0


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ARTICLE 4.    REPRESENTATIONS AND WARRANTIES

4.1 Seller represents and warrants as of the PPA Amendment Effective Date that:



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4.2
PLN represents and warrants as of the PPA Amendment Effective Date that:



ARTICLE 5.    RELEASE

5.1 For the purposes of this Article 5:



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5.2
As of the PPA Amendment Effective Date, each Party hereby irrevocably releases and forever discharges the other Party and its officers, directors, shareholders, assigns and
affiliates from and against any Claims (other than the Reserved Claims and subject to Section 5.1(b) hereof), and waives all rights it may have now or in the future with respect to any such
Claims.

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5.3
If CP Satisfaction does not occur under the terms of Article 2 of this Amendment and either Party terminates this Amendment pursuant to the terms of such Article 2,
then as long as PLN has made all the payments as provided in this Amendment applicable for the Billing Periods commencing on January 1, 2002 through the date this Amendment is terminated
(including without limitation the Restructuring Settlement Payments), as and when due, then Seller shall accept such payments in full satisfaction of the Price for all Net Dependable Capacity, Net
Electrical Output and other components of the Price in respect of the Billing Periods to which such payments relate (subject only to the operation of Appendix H as to any Triggering Events that
occur during such Billing Periods).

5.4
(a) If (x) the release given hereunder by PLN is deemed or determined, for whatever reason, not to be enforceable, by any Governmental Instrumentality of the Republic of
Indonesia, and (y) PLN (directly or indirectly) (I) takes any step whatsoever (whether in litigation, arbitration or otherwise) to assert, directly or indirectly, against Seller (or its
officers, directors, commissioners, shareholders, assigns or affiliates), any Claim that but for such action by such Governmental Instrumentality would have been released under Section 5.2
hereof, whether as a claim, defense, offset, cross-claim, counterclaim, third party defense or otherwise or (II) PLN takes any company position supporting such action deeming such releases not
to be enforceable, then (A) the release given by Seller to PLN under Section 5.2 shall also be deemed not to be enforceable, and (B) Seller and PLN shall each have any and all of
such rights against the other Party as existed prior to the effectiveness of the releases given under Section 5.2 hereof, it being understood that each of PLN and Seller shall be deemed to have
waived any defense that such claims are barred by any applicable statute of limitations or similar time barring of any such claim, provided such claim is not time-barred on the PPA
Amendment Effective Date. The foregoing sentence shall not apply to the Claims described under Section 5.1(a)(i) of this Amendment, which amounts shall remain settled by the
Restructuring Settlement Payments; however, nothing in this Section 5.4 shall modify or change PLN's obligation to make payments for Restructuring Settlement Payments as and when provided in
Section 9.4 of, and Appendices F and P to, the Original PPA as amended by this Amendment (subject to Section 9.4.3 thereof).



ARTICLE 6.    AGREEMENTS AND CONFIRMATIONS

6.1 Except with respect to Reserved Claims and the matters set forth in Section 5.1(b):



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6.2
The foregoing is without prejudice to Section 21.5 of the Original PPA, and does not constitute a waiver of any future delay, omission or default, whether of a similar or
dissimilar nature, in each case arising after the PPA Amendment Effective Date.

ARTICLE 7.    MISCELLANEOUS

7.1 PLN hereby irrevocably consents to the assignment of Seller's rights hereunder to the Lenders pursuant to the Financing Agreements and agrees to execute a
consent to assignment or similar document in favor of Lenders or, if requested by the Lenders, to confirm that the consent letter dated April 1995 agreed to by PLN in connection with Seller's
financing applies to this Amendment and the Original PPA as amended hereby.

7.2
On and after the PPA Amendment Effective Date, references to the "Power Purchase Agreement", this "Agreement," the "PPA" or the "amended PPA" shall mean and refer to the Original PPA
as modified by the entirety of this Amendment (and not just as modified by Article 3 hereof), and references to "this Amendment" within the text of the Power Purchase Agreement (as amended
hereby) shall likewise mean and refer to the Original PPA modified by the entirety of this Amendment.

7.3
This Amendment shall be governed by, and construed in accordance with, the laws of the Republic of Indonesia. The Parties hereby waive the provisions of Articles 1266 and 1267 of the
Indonesian Civil Code with respect to this Agreement to the extent that such waiver is necessary to terminate this Agreement without judicial agreement.

7.4
The provisions of Article 18 (Settlement of Disputes), Sections 21.3 (Confidentiality), 21.4 (Severability of Provisions), 21.5 (Waiver), 21.6 (Amendment), 21.7 (Entire
Agreement), 21.8 (Further Acts and Assurances), 21.9 (Expenses), 21.10 (Interpretation), 21.11 (Waiver of Immunity) and 21.16 (Headings) of the Original PPA are incorporated by reference in this
Amendment,mutatis mutandis.

[Signatures appear on the following page]

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IN
WITNESS WHEREOF, each of the Parties has caused this Amendment to be executed in more than one copy, each of which shall be deemed to be an original as of the day and year first above written.

|P.T. PLN (Persero)                            |     | P.T. Paiton Energy                              
|--------------------------------------------- | --- | ------------------------------------------------
|                                              |     |                                                 
|By:                                           | /s/ |                                                 
|Name: Eddie Widiono
Title: President Director |     | Name: Ronald P. Landry
Title: President Director

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Schedule 1 to  Amendment to Power Purchase Agreement

Conditions Precedent

(a)
Seller shall have received written affirmation (i) from an authorized representative of the GOI substantially in the form set forth in Exhibit B to this Amendment
regarding the continued applicability of the "GOI Support Letter" (Minister of Finance's letter No. S-120/MK.01/1 dated March 2, 1994) to this Amendment and to the Original
PPA as amended by the terms hereof and (ii) from the Ministry of Finance regarding the continued applicability of the consent to assignment letter (Ministry of Finance Letter
No. S-247/SJ/1995 dated April 20, 1995).

(b)
Seller shall have received written confirmation from the Lenders consenting to the execution and delivery by Seller of this Amendment and the performance by Seller of its obligations
hereunder.

(c)  All
Governmental Authorizations which are required to have been obtained by the PPA Amendment Effective Date in connection with the execution, delivery and commencement
of performance of this Amendment shall have been obtained and be in full force and effect, including without limitation a letter to Seller from the Ministry of Energy and Mineral Resources
substantially in the form of Schedule 5 to the Original PPA (but with such changes as required to refer accurately to the terms of this Amendment).

(d)  The
representations and warranties of Seller and PLN contained or incorporated by reference herein shall be true and correct in all material respects on and as of the
PPA Amendment Effective Date with the same force as though made on and as of the PPA Amendment Effective Date and each Party shall have received on the PPA Amendment Effective Date a certificate to
the foregoing effect signed by a duly authorized officer of the other Party.

(e)  The
Seller shall have received a legal opinion from outside legal counsel to PLN satisfactory to Seller, substantially in the form set forth in Exhibit C to this
Amendment, it being understood that PLN may satisfy Conditions Precedent under (c) above and (f) and (g) below by a legal opinion substantially in the form attached hereto as
Exhibit C from outside counsel satisfactory to Seller.

(f)    PLN
shall have obtained written evidence that Team Keppres 133 has approved PLN's execution, delivery and performance of this Amendment.

(g)  Each
of Seller and PLN shall have obtained all requisite corporate and shareholder approvals for the execution, delivery and performance of this Amendment.

(h)  PLN
shall sign and issue to Seller the Taking-Over certificate for the Discrete Element as provided for in Part III.E. of Appendix J.

(i)    PLN
shall have received from Seller a legal opinion from Mochtar, Karuwin & Komar, outside counsel to Seller, substantially in the form set forth in
Exhibit D hereto, it being understood that Seller may satisfy Condition Precedent (c) above by a legal opinion substantially in the form attached hereto as Exhibit D.

Schedule 1-1

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Schedule 2 to  Amendment to Power Purchase Agreement

Attachment F to Appendix G

Schedule 2-1

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Schedule 3 to  Amendment to Power Purchase Agreement

APPENDIX S        COAL PRICE DETERMINATION

1.    Definitions

(a) All capitalized terms shall have the meanings given to them in the Power Purchase Agreement (the "Agreement") to which this Appendix S is attached,
except as otherwise defined herein.

(b)  When
used herein, the defined terms set forth below shall have the following meanings:



Schedule 3-1

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2.    Coal Supply Plan



Schedule 3-2

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3.    Interim, Primary and Secondary Supply Contracts



Schedule 3-3

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Schedule 3-4

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Schedule 3-5

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| | 3.7.1 |  | One hundred eighty (180) days prior to the fifth (5th) anniversary (and the tenth (10th) anniversary, if applicable) of the effective date of each Primary Supply Contract, PLN, Seller and the relevant Supplier shall
enter into good faith negotiations on the new base value of P. During the period of such negotiations Seller shall consult with PLN on the matter of whether or not to exercise the option to extend such Primary Supply Contract(s). Within a period of
one hundred twenty (120) days from the date specified for commencement of the aforementioned good faith negotiations, Seller shall inform the relevant Supplier of the decision regarding the extension, for a further five (5) year term, of
such Primary Supply Contract. If the option is exercised to extend such Primary Supply Contract for another five (5) year term, the new base value of P shall be that agreed by PLN, Seller and the relevant Supplier during the negotiation period,
except that if PLN, Seller and the relevant Supplier have failed to reach agreement on the new base value of P, and Seller has exercised the option to extend the Primary Supply Contract, the Parties, together with such Supplier, agree that an expert
will be retained in accordance with Sections 3.10 through 3.14 hereof to determine the new base value of P. The expert will be instructed to use his best efforts to reach his determination within thirty (30) days of his appointment. However, if
the expert fails to render his determination prior to the termination date of the Primary Supply Contract, the relevant Supplier will continue to supply coal in accordance with the terms and conditions of the relevant Primary Supply Contract until
the expert has made his determination known to the Parties, and the base value of P shall be the value of P in effect during the fifth calendar year of such Primary Supply Contract. Following the Parties' receipt of the expert determination, the
amounts invoiced to PLN and amounts paid to the relevant Supplier for Billing Periods after the expiration of the just-ended term of the Primary Supply Contact shall be adjusted to reflect the new base value of P as determined by the expert, and any
adjustment amounts shall be settled through credits or charges in the Billing Period following the date on which the new base value of P is determined.
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.7.2 |  | The Parties agree that any Primary Supply Contract may be extended only if the relevant Supplier is included in the Approved Coal Supplier Schedule as a Primary Supplier. Furthermore, and provided that there are sufficient quantities of Primary
Supply Coal available from Primary Suppliers, any replacement, either partially or completely, of any Primary Supply Contract, prior to or upon its expiry, may be accomplished only by executing one or more Primary Supply Contract(s) with Supplier(s)
included in the Approved Coal Supplier Schedule as Primary Supplier(s), and for an aggregate annual quantity of Primary Supply Coal not less than that of the Primary Supply Contract being replaced, in the case of early termination of such Primary
Supply Contract, or not less than that for which the expiring Primary Supply Contract would have been renewed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Schedule 3-6

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| | 3.7.3 |  | In the case where the base value of P is determined by expert in accordance with Section 3.7.1, such base value of P shall be applicable for one year, except that such value of P may be adopted for such longer period as the Parties and the
relevant Supplier may unanimously agree. One hundred twenty (120) days prior to the expiry of the applicability of the agreed base value of P, the Parties and the relevant Supplier shall commence good faith negotiations on the new base value of
P. If the Parties and the relevant Supplier fail to reach agreement within thirty (30) days of the date specified for the commencement of such good faith negotiations, the Parties, together with such Supplier, agree that an expert will be
retained in accordance with Sections 3.10 through 3.14 hereof to determine the new base value of P. The expert will be instructed to use his best efforts to reach his determination within thirty (30) days of his appointment. However, if the
expert fails to render his determination prior to the date of expiry of the applicability of the value of P to be replaced, the relevant Supplier will continue to supply coal in accordance with the terms and conditions of the relevant Primary Supply
Contract until the expert has made his determination known to the Parties, and the base value of P shall be the previously agreed value of P for such Primary Supply Contract. Following the Parties' receipt of the expert determination, the amounts
invoiced to PLN and amounts paid to the relevant Supplier for Billing Periods after the expiration of the applicability of the previous value of P shall be adjusted to reflect the new base value of P as determined by the expert, and any adjustment
amounts shall be settled through credits or charges in the Billing Period following the date on which the new base value of P is determined.
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.7.4 |  | If a particular Supply Contract contains a provision for periodic price adjustment within the term of such Supply Contract (but does not specify the precise adjustment mechanism), then the mechanism for such periodic price adjustment shall be as
described in Section 3.7.3 herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Schedule 3-7

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| | 3.8.1 |  | The expert shall determine a price component of P for coal based on market considerations as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.8.2 |  | The price for thirty percent (30%) of the coal (on a per kg basis) shall be based on the then-current market price for Indonesia-sourced, steaming coal having chemical and quality characteristics within the ranges specified for Primary Supply Coal,
FOB port of shipment, taking into consideration the five (5) most recent export transactions with foreign industrial customers/large users, as set forth in information concerning such transactions provided to the expert by the Parties and the
Suppliers, and as adjusted based on the comparative heat value and quality of such coal relative to HHV specified in Appendix G and the quality and chemical characteristics of the Primary Supply Coal.                                                                                                                                                                                                                                                                                                                                             
| | 3.8.3 |  | The price for fifty percent (50%) of the coal (on a per kg basis) shall be based on the then-current average price, FOB port of shipment, to be paid by PLN or its Affiliates to private (i.e., not government-owned) commercial coal suppliers during the
following calendar year under Qualifying Contracts for use in coal-fired power plants owned and/or operated by PLN or Affiliates, and as adjusted based on the comparative heat value and quality of such coal relative to HHV specified in
Appendix G and the quality and chemical characteristics of Primary Supply Coal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 3.8.4 |  | The price for twenty percent (20%) of the coal (on a per kg basis) shall be based on the then-current market price for Indonesia-sourced, steaming coal having chemical and quality characteristics within the ranges specified for Primary Supply Coal,
FOB port of shipment, taking into consideration the five (5) most recent transactions by Indonesian industrial customers/large users, as set forth in information concerning such transactions provided to the expert by the Parties and the
Suppliers, and as adjusted based on the comparative heat value and quality of such coal relative to HHV specified in Appendix G and the quality and chemical characteristics of Primary Supply Coal.                                                                                                                                                                                                                                                                                                                                                       
| | 3.8.5 |  | The quality and chemical characteristics of Primary Supply Coal as referenced above shall be those, on a weighted average basis, of the coals to be supplied by the Suppliers during the year under determination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 3.8.6 |  | The FOB prices referenced above shall be adjusted by the expert to include the costs of taxes, duties and levies, and the costs of cargo and marine insurance and freight for transporting coal to the Site from the referenced ports of shipment in
self-unloading geared-and-grabbed vessels in the Handymax Class (or their replacement) or in flat-top coal barges of capacity 7,000 DWT to 12,000 DWT, as applicable. In the case of Handymax (or its replacement) delivery, market conditions for such
transport will be based upon internationally recognized time charter rates assuming vessels operate in shuttle service, adjusted for the length of one complete cycle between port of loading/Site/port of loading. In the case of barge delivery, market
conditions for such transport will be based upon the then-current price for transportation in barges set forth in information concerning such transactions provided to the expert by the Parties and the Suppliers, and as adjusted for the distance
between port of loading and the Site.

Schedule 3-8

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| | 3.9.1 |  | Starting on January 1, 2007, and quinquennially thereafter, the value of DPp for calendar year 2007 and the following four (4) years shall be agreed or determined in accordance with the procedures set forth in this
Appendix S, except for the first five (5) year period, during which the Parties, together with the relevant Supplier(s) shall negotiate and agree on the value of DPp. If the Parties, together with the relevant Supplier(s) fail to
agree on a value for DPp for the first five (5) year period, then the Parties and relevant Supplier(s) agree that 0.60 shall be the value used for the first five (5) year period, without referring the matter to an
expect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.9.2 |  | In accordance with the foregoing, one hundred fifty (150) days prior to the commencement of calendar year 2007, and every five (5) years thereafter, Seller, PLN and relevant Supplier(s) shall enter into good faith negotiations in order to
reach agreement on the value of DPp to be in effect in the following five (5) calendar years, such agreement to be reached no later than ninety (90) days prior to the commencement of such following calendar year. If Seller, PLN
and relevant Supplier(s) fail to reach agreement on the value of DPp, then the Parties and relevant Supplier(s) agree that the value of DPp shall be 0.60 for the relevant period, without referring the matter to an
expert.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 3.9.3 |  | Unless Seller and PLN agree otherwise, the expert shall be selected as follows: Either PLN or Seller may request that the International Centre for Expertise (the "Centre") of the International Chamber of Commerce of Paris, France ("ICC") provide a
list of five (5) persons qualified to act as an expert for purposes of this Appendix S (the "List"). In order to be so qualified to be included in the List, a person must have demonstrated experience in the commercial aspects of the coal
mining industry in Southeast Asia and Australia and must have no financial, commercial or other similar interests which would detract from such person's independence of judgment concerning the matters to be determined under this Appendix S. Any
proposed expert shall make full disclosure of any circumstance which could affect his independence and any challenge to such independence must be made by a Party within fifteen (15) days of receipt of such disclosure. The Parties shall endeavor
to agree promptly on a person from the List to be the expert, but if such agreement has not been reached within thirty (30) Days following receipt of the List, on the request of any Party, the expert shall by appointed by the Centre.
| | 3.9.4 |  | The expert shall conduct the expert determination in accordance with the ICC Rules of Expertise except as modified herein. The expert shall specify the site of and the procedures to be followed at any sessions to be attended by the Parties and the
relevant Supplier(s) for purposes of assisting the expert to reach his determination. Except as provided in Section 3.14 below, the costs of the expert (and any costs of the Centre) in connection with any expert determination shall be shared
equally by PLN, Seller and the relevant Supplier(s).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 3.9.5 |  | Seller, PLN and the relevant Supplier(s) agree that in case of referral to an expert under this Appendix S, the determination by the expert of the value of P to be in effect for any relevant period shall be made in the manner and using the
guidelines set forth in Section 3.8, and as so determined shall be final, conclusive and not subject to appeal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Schedule 3-9

---

| | 3.9.6 |  | All proceedings before the expert shall be confidential. Seller, PLN and the relevant Supplier (each, a "Participant"), and the expert, agree to hold any information received during the expert determination in the strictest of confidence and shall
not disclose to any non-participant the existence, contents or results of the expert determination or any other information about such expert determination, including but not limited to the evidence adduced or the documents produced by the other
participant(s) in the expert proceedings or about the existence, contents or results of the proceeding, except as may be required by a governmental authority or as required in an arbitration for enforcement of an expert determination or an action to
enforce such an arbitral award. Before making any disclosure permitted by the preceding sentence, the Participant intending to make such disclosure shall give the other Participants reasonable written notice of the intended disclosure and afford the
other Participants a reasonable opportunity to protect its or their interests.
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.9.7 |  | If any Party fails or refuses to comply with the determination of the expert, within thirty (30) days of receipt thereof, then at the request of any Party, the issue that was decided by the expert shall be referred to binding arbitration under
Article 18 of the Agreement, except that unless the arbitral tribunal determines that the expert was not independent because of an undisclosed conflict of interest, the arbitral tribunal shall be bound to follow all findings of fact and
conclusions reached by the expert, and the entire cost of the expert determination and of the arbitration (including reasonable attorneys' fees) shall be borne by the Party that fails or refuses to comply with the expert's determination.                                                                                                                                                                                                                                                                                                                                                                  

4.    Qualifying Alternate Coal



Schedule 3-10

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5.    PLN Supplied Coal



Schedule 3-11

---



Schedule 3-12

---



Appendix S

ATTACHMENT A

Specifications
for
Primary Supply Coal

REJECTION LIMITSPARAMETERUNITS

MIN

MAXHigh Heating Value  g.a.r.

kcal/kg

4,900

5400*Total Moisture  as received

% by wt

16

32Sizing

mm

0

75Fines

% < 6 mm

0

45
%Grindability

HGI

39

55Ash  as received

mg/kcal

1.1

8Sulphur  as received

mg/kcal

0

0.75Ash Fusion Temp (Reduction)Initial Deformation

C

1070

Hemi Deformation

C



Fixed Carbon

% by wt



Volatile Matter  as received



35

40Dry Ash Free BasisCarbon

% by wt



Hydrogen

% by wt



Nitrogen

% by wt



Oxygen

% by wt



Chlorine

% by wt








Schedule 3-13

---



Appendix S

ATTACHMENT B

Specifications
for
Qualifying Alternate Coal

|Parameter      |  | Units              |  | Minimum |  | Maximum 
|-------------- |  | ------------------ |  | ------- |  | --------
|Grindability   |  | Hardgrove Index    |  | 45      |  | No limit
|Ash            |  | mg/kcal            |  | 1.0     |  | 14.5    
|Heating Value  |  | kcal/kg            |  | 4500    |  | 6,620   
|Moisture (GAR) |  | % by wt            |  | 8       |  | 35      
|Sulfur         |  | mg/kcal            |  | 0       |  | 1.1     
|Na2O           |  | % by weight in ash |  | 0.7     |  | 1.0     

Schedule 3-14

---

APPENDIX S

ATTACHMENT C

Material Terms and Conditions
Of
Adaro Interim Supply Contract for 2002 and initial Primary Supply Contract

An
agreement was reached between PLN, Seller and Adaro (as evidenced by Meeting Notes dated June 17, 2002 signed by PLN, Seller and Adaro) ("Adaro Interim Supply Contract"). The Adaro Interim
Supply Contract sets out the terms and conditions for coal supply which will apply for the Interim Supply Contract and initial Primary Supply Contract for calendar years 2002 to 2006. The text of such
Meeting Notes are restated below.

PT. PLN (Persero)            PT. Paiton Energy            PT. Adaro Indonesia

MEETING NOTES ("NOTES")
COAL PRICE FOR 2002 - 2006

These
NOTES are made and entered into this 17th day of June, 2002 by and among PT. Paiton Energy ("PE"), PT. Adaro Indonesia ("Adaro") and PT. PLN (Persero) ("PLN") to confirm their
understandings which have been reached to date with respect to the price of coal to be supplied by Adaro to PE during the term of calendar years 2002 through 2006 and will be incorporated in the
initial Primary Supply Contract (as defined in the Appendix S of the Amendment to Power Purchase Agreement (PPAA)).

PE,
PLN and Adaro agreed on the following for Year 2002 - 2006 (capitalized terms used but not defined herein have the meanings given to them in the PPA):





Schedule 3-15

---







Schedule 3-16

---





Schedule 3-17

---



Exhibit A  Amendment to Power Purchase Agreement

CERTIFICATE OF EFFECTIVENESS OF  AMENDMENT TO POWER PURCHASE AGREEMENT

Reference
is hereby made to that certain Amendment to Power Purchase Agreement dated as of June 28, 2002 (the
"PPAA"), by and between PT. Paiton Energy and PT PLN (Persero). Contained in Section 2.1 of, and Schedule 1,
to the PPAA are certain conditions precedent to the effectiveness of the PPAA and the agreements therein.

PT.
Paiton Energy and PT PLN (Persero) hereby agree that:



IN
WITNESS WHEREOF, PT. Paiton Energy and PT PLN (Persero) have caused their duly authorized President Directors to execute this Certificate of Effectiveness of Amendment to Power Purchase Agreement
as of this                        day of 200 .

|PT. PLN(PERSERO)                              |  | PT. PAITON ENERGY                               
|--------------------------------------------- |  | ------------------------------------------------
|By:                                           |  |                                                 
|Name: Eddie Widiono
Title: President Director |  | Name: Ronald P. Landry
Title: President Director

Exhibit A-1

---



Exhibit B  Amendment to Power Purchase Agreement

[MINISTRY
OF FINANCE OF THE REPUBLIC OF INDONESIA]



|No: S- /MK.01/2002                                                                                |  |                                                      
|------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------
|PT. PAITON ENERGY
Menara Batavia, 8th Floor
Jalan KH Mas Mansyur, Kav 126
Jakarta 10220
INDONESIA |  | DRAFT
(Subject to the review of
MOF legal department)

| |  | Re: |  | Letter of Minister of Finance of the Republic of Indonesia dated March 2, 1994
(Ref. No. S-120/MK.01/1994)
| |  | --- |  | ----------------------------------------------------------------------------------------------------------

Dear Sirs:

Reference
is hereby made to the Letter No.: S-120/MK.01/1994 dated March 2, 1994 (the "Letter") issued by the Minister of Finance of the Republic of Indonesia.

The
Letter references a Power Purchase Agreement ("PPA") dated February 12, 1994 between you and Perusahaan Umum Listrik Negara. You and PT. PLN (Persero), the successor in interest to
Perusahaan Umum Listrik Negara, have entered into an Amendment to Power Purchase Agreement dated as of June 28, 2002 (the "Amendment"), a copy of which we have received.

This
letter will reaffirm that our Letter No. S-120/MK.01/1994 dated March 2, 1994 is still valid to the PPA as amended by the Amendment and to the Amendment itself, and the
Letter remains in full force and effect and enforceable in accordance with its terms. The provisions of the third paragraph of the Letter shall apply to this letter.

| |  | REPUBLIC OF INDONESIA
| |  | ---------------------
| |  | By:                  

Cc.:

Exhibit B-1

---



Exhibit C  Amendment to Power Purchase Agreement

[DATE]

P.T.
Paiton Energy
Menara Batavia
8th Floor
J1. K.H. Mas Mansyur Kav. 126
Jakarta 10220
Indonesia

| |  | Re: |  | Amendment to Power Purchase Agreement, dated as of June 28, 2002 between P.T. Paiton Energy and P.T. PLN (Persero)
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------

LEGAL OPINION

We
are,                        , independent legal counsel to PT. PLN Persero and have been requested to render this legal opinion in
satisfaction of the requirements of item (e) of
Schedule 1 to the "Amendment to Power Purchase Agreement" (the "Amendment") dated as of June 28, 2002 between P.T. Paiton Energy ("Seller") and P.T. PLN (Persero) ("PLN"). Unless
otherwise defined in this legal opinion, terms herein used with initial capital letters shall have the meaning assigned to them in the Amendment.

In
rendering this opinion, we have examined the Amendment and the Original PPA and such laws and regulations, decrees and similar enactments of the Republic of Indonesia, and such
records, agreements and other documents of PLN, as we consider necessary or desirable for the opinions hereinafter expressed. Included among the documents we have so examined are the following:



Having
considered the above documents and having regard to the laws of the Republic of Indonesia, to which this legal opinion is limited, we are of the opinion that:



Exhibit C-1

---



This
opinion is addressed to you and is for the benefit of you, the Sponsors and the Lenders.

Done
at Jakarta this            day of                        , the year
2002.

[OUTSIDE
COUNSEL TO PLN]

Exhibit C-2

---



Exhibit D  Amendment to Power Purchase Agreement

[DATE]

P.T.
PLN (Persero)
Kantor Pusat
Jl. Trunojoyo, M/135
Kebayoran Baru
Jakarta
Indonesia

| |  | Re: |  | Amendment to Power Purchase Agreement, dated as of June 28, 2002 between P.T. Paiton Energy and P.T. PLN (Persero)
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------

LEGAL OPINION

We
are counsel to PT. Paiton Energy and have been requested to render this legal opinion in satisfaction of the requirements of item (i) of Schedule 1 to the "Amendment to
Power Purchase Agreement" (the "Amendment") dated as of June 28, 2002 between P.T. Paiton Energy ("Seller") and P.T. PLN (Persero) ("PLN"). Unless otherwise defined in this legal opinion, terms
herein used with initial capital letters shall have the meaning assigned to them in the Amendment.

In
rendering this opinion, we have examined the following documents:



We
have also examined such laws and regulations, decrees and similar enactments of the Republic of Indonesia, and such corporate records and other documents of Seller, as we consider
necessary or desirable for the opinions expressed herein.

In
providing our opinions set forth below, we have, with your consent, assumed:



Whenever
the phrase "to the best of our knowledge" appears in this opinion, its use reflects that we have no actual knowledge to the contrary, but we have not made any investigation into
any of the matters to which we refer other than to consult attorneys in our office who have devoted substantial time to the legal affairs of the Seller.

Exhibit D-1

---

Based
on the foregoing, having regard to the legal considerations that we deemed relevant and subject to the qualifications referred to below, we are of the opinion that:



The
foregoing opinions are subject to the following qualifications:



Exhibit D-2

---



This
opinion is addressed to you and is for the benefit of P.T. PLN (Persero) only and, accordingly, it may not be relied on, transmitted to or filed with or by any other person.

Done
at Jakarta this            day of                        , the year
2002.



Exhibit D-3

---

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