ข่าวแจ้งตลาดหลักทรัพย์

=Translation= Ref: CK-06-0000-PO-L-0258 May 29, 2006 Subject Signing the Agreements for Nam Ngum 2 Hydroelectric Power Project Attention President The Stock Exchange of Thailand Since CH.Karnchang Public Company Limited and/or its subsidiaries has signed the varied Agreements for Nam Ngum 2 Hydroelectric Power Project on May 26, 2006. This transaction is a normal and in ordinary course of our business. The details of the contract are as follow: 1. Agreements entered into directly by CH. Karnchang Public Company Limited ("CK") The Equity Contribution Agreement CK entered into this agreement in its capacity as a shareholder and sponsor of SouthEast Asia Energy Limited ("SEAN") and by relation thereto, its subsidiary Nam Ngum 2 Power Company Limited ("NN2") as security for the project financing of the Nam Ngum 2 Hydroelectric Power Project "Project"). The agreement is among CK, Ratchaburi Electricity Generating Holding Public Company Limited ("RATCH"), Bangkok Expressway Public Company Limited ("BECL"), P.T. Construction & Irrigation Company Limited ("PTCI") and Shlapak Development Company ("SHLAPAK"), as the shareholders, CK, RATCH and BECL, as the sponsors, SEAN and NN2, as the borrowers, Krung Thai Bank Public Company Limited ("KTB"), as the facility agent and the collateral agent, and TMB Bank Public Company Limited ("TMB"), as the security agent. By way of this agreement, to assure SEAN and NN2's lenders of its support, CK has agreed to a base equity commitment up to THB 4,800,905,000 (to be reduced to THB 2,510,565,000 after CK transfers 26% of the shares it presently holds to entities expected to become shareholders in SEAN and NN2, respectively. The Equity Subordination Agreement CK also entered into this agreement in its capacity as a shareholder and sponsor of SEAN and, by relation thereto NN2, among CK, RATCH, BECL, PTCI, SHLAPAK, as the subordinated creditors, SEAN, as a co- borrower and the NN2 subordinated creditor, NN2, as a co-borrower, KTB, as the facility agent and the collateral agent and TMB, as the security agent, agreeing to subordinate any debt that SEAN and/or NN2 may owe to CK to the debt of SEAN and NN2's lenders. The EPC Contractor Parent Guarantee CK issued to SEAN a guarantee of the performance of Ch. Karnchang (Lao) Company Limited ("CHK"), another CK subsidiary, of CHK's obligations under the EPC Contract entered into between CHK and SEAN to undertake to design, engineer, manufacture, supply, install, procure, construct, test and commission a 615 MW hydroelectric power plant to be built on the Nam Ngum River in the Lao People's Democratic Republic (the "Lao PDR"). 2. Agreements entered into by SouthEast Asia Energy Limited, a Subsidiary of CK The Power Purchase Agreement ("PPA") The PPA involves the sale of energy by SEAN to the Electricity Generating Authority of Thailand ("EGAT") comprising Primary Energy of approximately 2,218 GWh and Secondary Energy of approximately 92 GWh per year for 25 years from January 1, 2013, with an average price of approximately Baht 1.99 per unit throughout the concession period from the commercial operation date. The Nam Ngum 2 Project will interconnect with the EGAT Grid at the Udon Thani 3 Substation by way of 500 kV transmission lines of approximately 80 kilometers in Thailand and approximately 107 kilometers in the Lao PDR. The Financing Agreements The Facility Agreements comprise three separate facilities: The Tranche A Baht Facility of Baht 15,003 Million among SEAN and NN2, as the borrowers, KTB, Siam City Bank Public Company Limited ("SCIB") and TMB, as the Tranche A lenders, and KTB, as the facility agent. The Tranche B Dollar Facility of US$180 Million among SEAN and NN2, as the borrowers, KTB, SCIB and TMB, as the Tranche B lenders, and KTB, as the facility agent. The Tranche C Guarantee Facility among SEAN and NN2, as the borrowers, KTB, SCIB and TMB as the Tranche C guarantors, and KTB, as the facility agent for duration of 25 years in an initial amount of US $25 Million incrementally decreasing to US$7.5 Million at the end of the thirteenth year following the commercial operation date. The lender's commitments under the three facilities are approximately Baht 8,850 Million and approximately US$100 Million from KTB; approximately Baht 2,097 Million and approximately US$36 Million from TMB; and approximately Baht 4,056 Million and approximately US$44 Million from SCIB, respectively. The Financing Documents comprise the following agreements: The Common Terms Agreement among SEAN and NN2 as the borrowers, KTB, SCIB and TMB, as the lenders, KTB, as the facility agent, the collateral agent and the lead arranger and TMB, as the security agent, setting forth the common terms and provisions the apply to all of the financing documents. The Accounts Agreement among SEAN and NN2, as the borrowers and KTB, as the facility agent and the collateral agent, setting forth the waterfall of revenue use and repayment. The Equity Contribution Agreement among CK, RATCH, BECL, PTCI and SHLAPAK, as the shareholders, CK, RATCH and BECL, as the sponsors, SEAN and NN2, as the borrowers, KTB, as the facility agent and the collateral agent, and TMB, as the security agent as one form of security for the Facility Agreements. The Equity Subordination Agreement among CK, RATCH, BECL, PTCI and SHLAPAK, as the shareholders and the subordinated creditors, SEAN, as a co-borrower and the NN2 subordinated creditor, NN2, as a co- borrower, KTB, as the facility agent and the collateral agent and TMB, as the security as another form of security for the Facility Agreements. The EPC Contract This contract has an approximate total value of Baht 20,400,000,000 between SEAN, as the employer, and CHK, as the EPC contractor, to undertake to design, engineer, manufacture, supply, install, procure, construct, test and commission a 615 MW hydroelectric power plant to be built on the Nam Ngum River in the Lao PDR under the conditions and details specified in the Contract. 3. Agreements entered into by Ch. Karnchang (Lao) Company Limited, a Subsidiary of CK established under the Laws of the Lao PDR The EPC Contract This contract has an approximate total value of Baht 20,400,000,000 between CHK, as the EPC contractor and SEAN, as the employer, to undertake to design, engineer, manufacture, supply, install, procure, construct, test and commission a 205 x 3 MW hydroelectric power plant to be built on the Nam Ngum River in the Lao PDR under the conditions and details specified in the Contract. The scheduled time for completion is approximately five years from construction commencement. Credit Facility Agreement CHK entered into a Credit Facility Agreement with KTB in the amount of Baht 4,052,700,000 for working capital to perform services of the EPC Contractor in relation to the Project. 4. Agreements entered into by Nam Ngum 2 Power Company, a Subsidiary of SEAN established under the Laws of the Lao PDR NN2 entered into each of the above Financing Agreements as a co- borrower with SEAN. For your information. Sincerely yours, =signature= (Mr. Anukool Tuntimas) Executive Vice President Human Resource and General Administration