29 มิถุนายน 2544
SIGNING ON CREDIT AGREEMENT AND RRLATED AGREEMENTS
No. EGCO 410/299
Date : June 28, 2001
Attn : President of the Stock Exchange of Thailand
Subject: Signing on Credit Agreement and Related Agreements
Electricity Generating Public Company Limited (EGCOMP) jointly holds stakes in EGCO
Green Energy Co., Ltd. (EGCO Green) with Electric Power Development Co., Ltd. (EPDC)
in the proportion of 76% and 24%, respectively. The registered capital of EGCO Green
is Baht 100,000. In accordance with the National Energy Policy Office (NEPO) and
Electricity Generating Authority of Thailand (EGAT) to support Biomass Projects through
the purchase of electricity from such power plants, EGCO Green was established with the
purpose to invest in the Biomass Projects, which also help to decrease the import of
fuel with the environmental friendliness. Subsequently, EGCO Green and Sommai Rice
Mill Co., Ltd. jointly established in Roi Et Green Co., Ltd.(Roi Et Green) with the
shareholding proportion of 95% and 5%, respectively. The registered capital of Roi Et
Green is Baht 30,000. Roi Et Green conducts the Biomass project in Roi Et province
with the total project cost of Baht 600,000,000 approximately, and the Debt/Equity
ratio is 70:30
In connection with the Biomass Project of Roi Et Green, EGCOMP would like to inform the
Stock Exchange of Thailand (SET) that the following agreements was signed on June 28,
2001.
1. Credit Agreement
Roi Et Green as the borrower signed the Credit Agreement with the Industrial Finance
Corporation of Thailand (IFCT) as the lender. The loan amount is Yen 1,260,000,000
with the interest rate of 3.25 % per annum.
2. The following Agreements, which are the condition precedents under the Credit
Agreement:
2.1 Sponsor Support Agreement
EGCOMP and EPDC as the sponsors, Roi Et Green as the borrower, and IFCT as the
lender signed the Sponsor Support Agreement, in which EGCOMP and EPDC will
provide the cost overrun support in the amount not exceeding Baht 60,000,000 with
74% and 26% of obligation, respectively.
2.2 Supports for Fuel Supply Agreement
EGCOMP and EPDC as the sponsors, Roi Et Green as the borrower, Agro Energy
Co., Ltd. (Agro Energy) as the fuel supplier, and IFCT as the lender signed
Support for Fuel Supply Agreement in which EGCOMP and EPDC will provide the
supports upon the occurrence of fuel supply shortage in the total amount of
Baht 190,000,000.
2.3 Letter of Guarantee
EGCOMP as the Guarantor executed and delivered to IFCT the letter of Guarantee,
to support Debt Service Reserve Account (DSRA) of Roi ET Green in case that DSRA
is less than the required balance.
2.4 Back to Back Letter of Guarantee
EPDC undertakes to pay to EGCOMP an amount not exceeding the equivalent of
26% under the EGCOMP Guarantee
3. Operation & Maintenance Agreement
Roi Et Green signed Operation & Maintenance Agreement with EGCO Engineering and
Service Co., Ltd. (ESCO). Pursuant to the Agreement, ESCO shall perform the services
in operation and maintenance to Roi Et Green Power Plant. The transaction between
Roi Et Green and ESCO, both of them are EGCOMP's subsidiaries, is the connected
transaction in the ordinary course of business and under normal commercial terms of
the two parties.
4. Fuel Supply Agreement
Roi Et Green and Agro Energy signed Fuel Supply Agreement, in which Agro Energy
shall supply fuel (rice husks) to Roi Et Green. The transaction between Roi Et Green
and Agro Energy, both of them are EGCOMP's subsidiaries, is the connected transaction
in the ordinary course of business and under normal commercial terms of the two parties.
Moreover, to maintain the Debt/Equity ratio at 70:30, Roi Et Green was required to increase
its registered capitals to be Baht 180,000,000. EGCO Green then accounts for 95% of the
capital increase totaling Baht 171,000,000. Thus, the Board of Directors at the meeting No.
4/2001 held on June 25, 2001 passed the resolution for the capital increase of EGCO Green in
the amount of Baht 127,000,000 or 74% of the increasing capitals. In addition, EPDC will
also increase in capitals in the shareholding proportion of 26%, which will come out to be
Baht 44,000,000.
Yours sincerely,
Machima Kunjara Na Ayudhya
Senior Executive Vice President
Acting for President