% of % of % of Total Total Total Region of Origin Volume Volume Volume Volume Volume Volume (in thousands of barrels, except percentages) Middle East (1) ..........................................21,429 40.8 13,903 28.4 12,195 26.9 Far East (2) ........................................27,777 53.0 30,916 63.1 31,956 70.4 West Africa (3) ................................... 3,272 6.2 4,187 8.5 1,221 2.7 Total.................................................... 52,477 100.0 49,005 100.0 45,372 100.0 (1) Saudi Arabia, Kuwait, Yemen, UAE, Qatar, and Oman. (2) Indonesia, Vietnam, Thailand, Malaysia, Brunei, China, Australia and Russia. (3) Egypt, Angola, Gabon and Chad. 2. Other Refinery Feedstocks and Raw Materials We also purchase long residues and other feedstocks for processing in our atmospheric pipestills. We processed 2,736 thousand barrels, 5,235 thousand barrels and 7,284 thousand barrels of such feedstocks in 2005, 2006 and 2007, respectively. We use hydrogen in our hydrodesulfurizer unit to remove sulfur from our refined petroleum products as part of the treatment process and as feedstock in our aromatics plant. We produce all of the hydrogen that we require from our refinery. We also use oxygen and nitrogen in our refining process and have entered into agreements with Bangkok Industrial Gas Co., Ltd. for the supply of oxygen and nitrogen. We purchase other principal feedstocks, including MTBE, a chemical used to increase the octane number in gasoline, for our refinery from suppliers which offer competitive terms and conditions. 3.Catalysts We use various types of catalysts in our production process. We evaluate and select catalysts based on their performance and price. We have entered into various agreements with ExxonMobil Catalyst Technologies LLC ("EMCT") for the lease of various catalysts used in our refinery and aromatics plant. In addition, we have entered into an agreement with ExxonMobil Catalyst Services, Inc. for the lease of a platinum based catalyst for our refinery. 4.Reformate and Mixed Xylenes Reformate and mixed xylenes are the principal feedstocks used in our aromatics plant. Our reformate requirements are primarily supplied by our refinery. We also purchase from other domestic refiners and ExxonMobil affiliates in the region, such as ExxonMobil affiliates in Malaysia. We purchase our mixed xylenes requirements both domestically and from imports. We purchase mixed xylenes primarily from a domestic supplier. Our imports are primarily from Korea, and are supplied by or through ExxonMobil affiliates. 5. Ethanol and palm oil We purchase ethanol from various third parties in Thailand for blending to produce gasohol. We blend ethanol at distribution terminals to produce gasohol. We purchase palm oil from a domestic supplier to produce biodiesel. 6. Other Feedstocks and Supplies Light virgin naphtha and kerosene feedstocks used for our solvent production unit are supplied entirely by our refinery. We purchase oxo-alcohol for plasticizers from ExxonMobil affiliates. We began to use a third party blender for our lubricant products in September 2007. To maintain product quality, the third party blender purchases base stock and additives from ExxonMobil affiliates. We arrange for most of our supplies for our convenience stores from a domestic supermarket chain operator in Thailand. 5. Competition Our industry in Thailand is highly competitive. There are currently seven major refineries in Thailand, with a combined refining capacity of approximately 1,094 kbpd as of December 31, 2007. The other refineries in Thailand are Thai Oil Public Company Limited, Star Petroleum Refining Company Limited, Bangchak Petroleum Public Company Limited, PTT Aromatics and Refining Public Company Limited, IRPC Public Company Limited and Rayong Purifier Public Company Limited. PTT, which is Thailand's largest oil and gas company, holds significant interests in all our competitors, except for Rayong Purifier Public Company Limited. The paraxylene market has three main Thai participants, namely, PTT Aromatics and Refining Public Company Limited, Thai Paraxylene Company Limited and us. Domestic consumption of paraxylene is primarily for the production of PTA. The main producers of PTA in Thailand are TPT Petrochemicals Public Company Limited, Siam Mitsui PTA Company Limited and Indorama Polymers Public Company Limited. We compete primarily based on product price. For certain products or segments, such as lubricant products, as well as for retail fuel, brand and other competitive factors are also relevant. We seek to use capital efficiently by being selective in our investments. We also have access to, and support from, the ExxonMobil global network for the procurement of feedstocks, the sale of products and advanced technological, operational and engineering services. We believe that these factors, as well as our strategic location which is relatively close to Bangkok, the primary market for refined petroleum products, access to a convenient and efficient product delivery network, enable us to compete effectively. The retail fuel market is also highly competitive. Our principal retail competitors are PTT (including the recently acquired Conoco stations), Shell, Chevron (Caltex) and Bangchak. We compete primarily on price and, to a lesser extent, on other factors such as service standards, product quality, marketing programs, and location of stations. We also compete for dealers. We believe our Esso branded network of retail service stations, Tiger Mart convenience stores and alliance with Tesco Lotus Express convenience stores at Esso branded service stations, help to increase fuel sales and make our brand more attractive in the retail market. We face strong competition from the other fully integrated oil companies, such as PTT, which is majority owned by the Government, that have increased their efforts to capture retail market share in recent years. Environmental Impacts Our operations are subject to various environmental laws and regulations, including the Enhancement and Conservation of National Environmental Quality Act B.E. 2535 (1992), the Factory Act B.E. 2535 (1992) and Fuel Oils Act B.E. 2542 (1999). We benefit from ExxonMobil's Global Energy Management System (GEMS), a comprehensive and rigorous system of operational, maintenance, design best practices for energy management. This process begins with a facility assessment conducted by a team of ExxonMobil technical specialists, after which representatives from the individual facilities work with the visiting ExxonMobil team to develop a plan to improve the energy efficiency of our operations and facilities. The assessment was last conducted in 2007. We have implemented various pollution control and other environmental impact mitigation measures to control our waste emissions as required by applicable law, including applying advanced technologies to reduce emissions and conserve resources. We conduct regular reviews aimed at achieving compliance with our environmental policies. We believe we are in compliance in all material respects with environmental laws and regulations applicable to us. However, the discharge of oil, gas or other pollutants into the air, soil or water may give rise to liabilities and may require us to incur costs to remedy the damage caused by such discharges. We have not been subject to material litigation or material fines and penalties or, to our knowledge, investigations with respect to environmental and related matters. The Government recently promulgated new standards for fuels that require lower sulfur and benzene levels in gasoline and lower sulfur levels in diesel fuel which we must meet by January 1, 2012. We are currently evaluating our options on how to meet these new fuel specifications. In order to continue selling our gasoline and diesel fuel production in the domestic market, we will likely need to make a substantial capital investment prior to January 1, 2012. Summary of Material Contracts (Please refer to the Company's effective prospectus for further details) 1. Type and Nature of Contracts entered into by ETL and Related Companies (A) Operational Arrangements and Services Provided by ExxonMobil Affiliates 1. "Bangkok Business Support Center" Master Service Agreement We are a party to a Master Service Agreement with ExxonMobil Limited, along with over 80 ExxonMobil affiliates in 10 countries in the Asia-Pacific region. Pursuant to this agreement, ExxonMobil Limited, which houses a business support center in Bangkok, provides us (and the other ExxonMobil affiliates) with certain support services relating to management consulting, functional advice, administrative, technical, professional, and other support services relating to our business through personnel based out of the business service center in Thailand. We reimburse ExxonMobil Limited for a portion of its annual costs plus a 5% administrative charge for such services. The agreement commenced on February 1, 2003 and is automatically renewed for one year terms unless terminated by either party at the end of each calendar year by providing 90 days prior notice. 2. Downstream Regional Headquarters/Affiliate Master Service Agreements - Asia Pacific Region We are a party to a Downstream Regional Headquarters/Affiliate Master Service Agreement with EMAPPL, along with over 30 ExxonMobil affiliates in nine countries in the Asia- Pacific region. Pursuant to this agreement, EMAPPL provides us (and the other ExxonMobil affiliates) with certain management consulting, functional advice, administrative, technical, professional, and other support services relating to our downstream business of fuels marketing, lubricants and petroleum specialties, refining and supply. We pay EMAPPL service fees for such services based on costs incurred by EMAPPL for providing the services and administrative fees. The agreement, which replaces a previous agreement of similar nature, has an initial term of three years commencing on January 1, 2005, after which it is automatically renewed for successive terms of one calendar year until terminated at the end of any calendar year by either party by providing 30 days prior notice. 3. Master Service Agreement We are a party to a Master Service Agreement with ExxonMobil Global Services Company ("EMGSC"), along with ExxonMobil affiliates in over 100 countries. Pursuant to this agreement, EMGSC provides us (and the other ExxonMobil affiliates) with advice and assistance relating to (i) information technology services, (ii) procurement services in various areas including (a) the development and execution of global commercial commodity strategies and supply chain management, (b) the arrangement of contracts, agreements, or orders for our account to acquire selected goods, services and construction works, (c) materials and supplies inventory management, (d) invoice receipt and payment for goods and services, and (iii) real estate services and facilities services. The agreement, which replaces a previous agreement of similar nature, has an initial term of three years commencing January 1, 2007, after which it will be automatically renewed for successive terms of one year unless terminated at the end of any calendar year by either party giving 30 days prior notice to the other. The fees for the services are based on actual costs incurred by EMGSC in providing the services. 4. Chemical Regional Headquarters/Affiliate Service Agreement We are a party to a Chemical Regional Headquarters/Affiliate Service Agreement with EMAPPL. Pursuant to this agreement, EMAPPL provides us management consulting, functional advice, and administrative, technical, professional, and other support services in connection with our chemicals business. For the services provided by EMAPPL under this agreement, we reimburse EMAPPL a portion of its annual costs plus a maximum 5% administrative charge. The agreement commenced on January 1, 2003 and is automatically renewed for one year terms unless terminated by either party at the end of any calendar year by providing 30 days prior notice. The agreement terminates automatically if we cease to be a majority-owned affiliate of ExxonMobil. 5. ExxonMobil Petroleum & Chemical Master Business Support Agreement We are a party to a Master Business Support Agreement with ExxonMobil Petroleum & Chemical, along with over 100 ExxonMobil affiliates in over 60 countries. Pursuant to this agreement, ExxonMobil Petroleum & Chemical provides us (and the other ExxonMobil affiliates), through personnel based out of business centers established outside of Thailand, a variety of services relating to accounting, business analysis and reporting, financial operations, product movement and inventory, upstream accounting, payroll, human resource administration, tax compliance, credit assessment and monitoring, procurement, fuels marketing and chemical customer service, retail operations support center, lubricants and specialties customer service, export center, supply and distribution, marketing, ebusiness support, technical help desk support and sales administrative support. We pay ExxonMobil Petroleum & Chemical for rendered services fees based on actual direct and indirect costs associated with delivery of services to us. This agreement came into effect on January 1, 2004 for an initial term of three years and is automatically renewed for one year terms thereafter. The agreement may be terminated by either party at the end of any calendar year by such party by giving 60-day prior notice to the other party. The agreement terminates automatically if we cease to be a majority-owned affiliate of ExxonMobil. 6. Standard Research Agreement We are a party to a Standard Research Agreement dated January 1, 2000 with ExxonMobil Research and Engineering Company ("EMRE"), along with certain other ExxonMobil affiliates globally. This agreement provides for, among other matters, (i) the creation, acquisition and management of a body of technical information and patent and copyright protection on such information, for the benefit of the petroleum and chemical operations of ExxonMobil and its affiliates who are parties to the Standard Research Agreement, in order to effectively share the cost of such information, (ii) access by participants to the technical information and the use of the patent and copyright protection obtained thereon, (iii) engineering assistance and special research for participants in support of their operations, on request and on a cost basis and (iv) EMRE to hold and administer the intellectual property and technical information acquired or made available under the agreement for the benefit of all parties. The initial term of the agreement is 10 years and it will be automatically renewed for successive terms of five years unless written notice is given between 18 to 24 months before the expiry of the initial or a subsequent term. The agreement may also be terminated on default or if ExxonMobil ceases to have a certain level of ownership or control of the Company, including 50% of the stock having the right to vote for our directors. In that event, the agreement provides for granting of licences for then existing information, patents and copyrights necessary for continued operations. 7. Petroleum Retail Products Trademark License Agreement Under a Petroleum Retail Products Trademark License Agreement with ExxonMobil dated January 1, 1995, we are licensed to use the "ESSO", "EXXON", "ESSO Oval" and "ESSO Emblem" trademarks in connection with retail products sold in Thailand. We are required to pay annual license fees comprising a fraction of a percent of retail sales less certain expenses, and subject to certain minimum royalties. Either party may terminate the agreement without cause with at least six months notice in writing. 8. Trademark Cost Sharing Agreement We have entered into a Trademark Cost Sharing Agreement dated December 1, 1999 with ExxonMobil and over 100 other ExxonMobil affiliates worldwide to share the costs of registering and creating trademarks in countries not in the jurisdiction of any member, as well as the costs of indirect expenses that enhance the value of the trademark globally, such as global advertising and global sponsorship. For such costs, ExxonMobil pays 50% of the total costs and the member affiliates divide the other 50% according to their proportion of total sales of oil and gas products by volume. The agreement will continue from year to year indefinitely until terminated by 60 days written notice by a party or by ExxonMobil upon a change in effective control or management. (B) Product and Feedstock Purchase and Sale Agreements 1. Crude Oil, LPG, Products and Feedstock, and Lube Basestock Supply Agreement We have an agreement with EMAPPL dated May 28, 2001 under which we are required to purchase from or through EMAPPL (i) our entire requirement of imported crude oil from Asia-Pacific regional sources and (ii) mutually agreed supplies of LPG, products, feedstock and lube basestock which we desire to import. EMAPPL is also required to purchase, and we are required to sell, (i) all crude oil that we desire to sell and export, and (ii) mutually agreed supplies of LPG, products, feedstock and lube basestock which we desire to sell and export. EMAPPL may supply to us, or purchase from us, crude oil in one of the following ways: (i) direct supply in which we directly purchase from or sell to EMAPPL, (ii) indirect supply in which EMAPPL purchases crude oil for us from a third party or affiliate and assigns the contract to us before performance and title transfer or sells crude oil to a third party or affiliate and assigns the contract to us similarly, and (iii) indirect supply in which EMAPPL renders its assistance by sourcing and procuring a third party or affiliate crude oil supplier or purchaser but where we enter into a contract directly with the third party or affiliate. In each case, the purchase or sale is required to reflect market prices, and EMAPPL is entitled to a service fee based on an amount per barrel of crude oil, LPG, product and feedstock and lube basestock. The agreement became effective October 1, 2000 for lube basestock, November 1, 2000 for crude oil and January 1, 2001 for LPG, other products and feedstock, and continues until terminated by either party providing at least 90 days prior written notice. EMAPPL also has a right to terminate the agreement immediately upon a change in our legal or beneficial ownership. 2. Crude Oil, Products and Feedstocks Supply Agreement We have an agreement with EMS&S effective October 1, 2000 under which EMS&S agrees to sell and we agree to purchase our entire requirement of imported crude oil from non Asia-Pacific sources for refining and processing and for compulsory storage purposes as well as mutually agreed supplies of product and feedstock which we desire to import. In addition, EMS&S agrees to purchase and we agree to sell the entire quantity of crude oil that we wish to export as well as mutually agreed quantities of products and feedstocks which we desire to export. Purchases and sales will be priced at market price plus an embedded value component specified in the agreement. The agreement may be terminated by either party providing 90 days written notice. EMS&S also has the right to terminate the agreement immediately upon any change in our legal or beneficial ownership. 3. Paraxylene and Benzene Concentrate Supply and Offtake Agreement We have a Paraxylene and Benzene Concentrate Supply and Offtake Agreement with ExxonMobil Asia Pacific Pte. Ltd. ("EMAPPL"). The agreement provides for us to supply paraxylene and benzene concentrate for an initial term of 15 years from 1999, and will continue to be effective after this initial term until terminated by either party with at least 24 months prior notice. We and EMAPPL determine during the fourth quarter of each calendar year the volume of paraxylene and benzene concentrate to be sold to EMAPPL in the following year. The price for the products sold to EMAPPL will be 2% below the net selling price at which EMAPPL sells the products to its customers. 4. Product Purchase/Sale Agreement We have a Product Purchase/Sale Agreement with TCC for the sale of premium unleaded gasoline, regular unleaded gasoline, premium gasohol and high speed diesel. TCC agrees to purchase certain minimum quantities of the products from us for sale at their service stations at Esso's selling price in Thailand to Esso dealers adjusted for a stated discount. The agreement, which replaced a similar prior agreement, is effective January 1, 2007 and is extended automatically for successive half-year terms after June 30, 2007 until the parties agree to terminate or until one party provides notice of termination. 5. Catalyst Lease Agreements We entered into catalyst lease agreements with EMCT on September 1, 2003, August (more)