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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