1, 2003 and November 1, 2003 pursuant to which we agreed to lease EM-4600 catalyst, EM-1000 catalyst and EM-3200R catalyst, respectively. Under the Catalyst Lease Agreements, ownership in the catalyst remains with EMCT while ownership of platinum in such catalyst is transferred to us upon shipment. We have agreed to pay EMCT a placement fee of a fixed amount per pound of catalyst for each shipment and an agreed lease fee per pound of catalyst every three months. 6. Throughput Agreement We and other oil companies entered into an agreement with Thappline on May 17, 1994 pursuant to which we utilize the transportation service of the multi-purpose petroleum pipeline system of Thappline. We have agreed to pay to Thappline, for the use of the multi- purpose petroleum pipeline, a throughput tariff determined according to the criteria specified in the agreement and based on the volume of petroleum products actually transported. The agreement will terminate on the later of the date which is 20 years from the date upon which the pipeline system is declared to commence full operation or the date of the achievement of a specified after-tax internal rate of return of Thappline, provided that the parties may agree to renew the agreement at such time. 7. Service Agreement We entered into a services agreement with EMA on September 9, 1999, pursuant to which EMA provides us with a range of marketing and technical assistance appropriate to the operations of our aviation fuels business including the solicitation of aviation fuels sales for us and advisory services relating to our aviation business. We have agreed to pay to EMA a unit fee based on volume delivered. The parties have the right to terminate by providing 3 month of prior notice. 8. Inter-Affiliate Marine Transportation Agreement We, together with other ExxonMobil affiliates, have entered into a marine transportation agreement with Standard Tankers Bahamas Limited for the international marine transportation of crude oil, petroleum products and/or chemicals. The agreement was effective from October 1, 2000 to December 31, 2003 and was automatically renewed for successive terms of 12 months on each anniversary of the effective date. The parties have the right to terminate by providing 30 days of prior notice and the termination will take place at the end of that calendar year. The services are provided to us on a cost pass through basis. 9. License and Franchise Agreement ETL agrees to license Thai C-Center Co., Ltd. the right to operate the service stations under Esso brand, including technologies, trademarks, technical service, marketing and use of accessories developed by us. The agreement is effective for 2 years, from January 1, 2007 to December 31, 2008. TCC has agreed to pay a monthly fee as specified. The parties have the right to terminate by providing 1 month of prior notice. 10. Tiger Mini Mart/Food Mart Franchise Agreement ETL agrees to license Thai C-Center Co., Ltd. the right to use Tiger Mini Mart/Food Mart in Esso-branded service station, including technologies, trademarks, trade names, technical service, marketing and use of accessories developed by us. The agreement is effective for 2 years, from January 1, 2007 to December 31, 2008. TCC has agreed to pay a monthly fee as specified. The parties have the right to terminate by providing 1 month of prior notice. (C) Other contracts 1. Contract for Gas Supply We have a gas contract with PTT on June 29, 2007 for the purchase of natural gas from PTT for use in our gas turbine generators in our refinery. The agreement is effective from July 1, 2007 for 10 years subject to renewal. The agreement may be terminated by PTT if it does not receive sufficient supplies of natural gas. 2. Gas Sales Contract We have a gas sale contract with PTT for the purchase of natural gas from PTT to be used in the cogeneration process generating electricity and steam for our use in our refinery. The agreement is effective from February 27, 1999 to February 26, 2009 and may be renewed thereafter. (D) Loans to Related Parties 1. Loan and Current Account Agreement According to each Loan and Current Account Agreement, the lender has a loan commitment to the borrower up to certain maximum amount. Each party shall specify borrowing and repayment amount as appropriate within the maximum facility. Each parties own current account with fund transfers serviced by commercial bank. Set-off is allowed. Borrower is charged with interest expense based on outstanding amount taken out while lender is charged with interest expense based on outstanding balance deposited by the borrower with excess liquidty. Interest is payable every 6 months on the 20th of April and October of each year. Borrower will be informed of the ending balance by the lender at the end of each month. 2. Revolving Loan Agreement Loan We have provided ExxonMobil Ventures Funding Limited a revolving loan commitment with a maximum principal amount of US$20 million. Pursuant to the agreement, we have committed to advance funds to ExxonMobil Ventures Funding Limited in amounts no less than US$1 million for a term not exceeding six months at an interest rate equal to LIBOR for US dollars less a spread that is ascertained based on comparable spreads of at least three banks in Thailand. This commitment is available until December 31, 2010 and thereafter will automatically renew for successive terms of three years. However, with 10 days written notice, either party may terminate the agreement, we may require prepayment of outstanding amounts, or the borrower may elect to prepay outstanding amounts. 3. Loan and Current Account Agreement We have a loan commitment to EML in the maximum amount of Baht 3,000 million. There is no indicated repayment period. Each party shall specify borrowing and repayment amount as appropriate within the maximum facility. Applicable interest rate is the Minimum Loan Rate (MLR) as announced by Bangkok Bank Public Company Limited. Our commitment is effective until September 30, 2003 and was automatically extended for successive terms of 1 year. The parties have the right to terminate by providing 90 days of prior notice. 4. Loan Facilities from Related Parties We have three credit facilities with our affiliates as follows: (a) a revolving loan facility from ExxonMobil Ventures Funding Limited for Baht 17 billion, (b) a revolving loan facility from ExxonMobil International Finance Company for Baht 20 billion and (c) a revolving loan facility from Exxon Overseas Corporation for Baht 17 billion. Under each of the three loan agreements, each loan may be denominated in Baht or up to the equivalent limit in US dollars for all or a part of the loan, and interest rates are pegged to THBFIX plus a spread (for Baht borrowings) or LIBOR plus a spread (for U.S. dollar borrowings), with the spread ascertained based on comparable spreads of at least three banks in Thailand. The facility is available until December 31, 2010 and thereafter will automatically renew for successive terms of three years. However, with 10 days written notice, either party may terminate the agreement, the lender may require prepayment of outstanding amounts, or we may elect to prepay outstanding amounts. These agreements will be automatically terminated in the event Exxon Mobil Corporation decides to or is legally required to cease to own or control, directly or indirectly, more than 50% of the ownership interest in our Company. 2. Other Material Agreements (A) Agreement for Expansion and Operation of Petroleum Refinery with Ministry of Industry We entered into an Agreement for Operation of Petroleum Refinery with the Ministry of Industry in 1973. Subsequently, we entered into an Agreement for Expansion and Operation of Petroleum Refinery with the Ministry of Industry effective December 27, 1991, which was subsequently amended on September 3, 1997 and October 18, 2007 and transferred to the Ministry of Energy. The agreement, as amended, provides for various matters relating to our refinery operations in connection with the Government's approval of the expansion of our refinery, including the Government's acquisition of 12.5% of our shares and the following: Expansion of Refinery The agreement allows us to expand our refinery from 63,000 barrels per day to 185,000 barrels per day. It also requires the Government to provide assistance at our request in coordinating with other government agencies in obtaining all permits relating to the operation of the refinery. Shareholding and Board of Directors The agreement provides that, if ExxonMobil wishes to reduce its shareholding to less than 50%, our shares will first be offered to oil marketers who do not hold shares in refineries in Thailand or have not entered into an agreement to construct or operate a refinery with the Government. If ExxonMobil and the oil marketers cannot reach an agreement, ExxonMobil may sell the shares to other reputable buyers with sound financial standing and not disapproved by the Government. After the listing, the structure of our board of directors, their qualifications, election and their term of office will be in accordance with laws applicable to listed companies. However, to the extent the Ministry of Finance holds shares in our Company in the proportion as specified in the agreement, the Ministry of Finance may nominate one director. Protection for Minority Shareholders If we expand our business into businesses which are not basic businesses (as defined below), the Government has the right not to participate in such investment, although it reserves the right to participate in such investment subsequently. Basic businesses means business activities associated with manufacturing, refining processing, storage, marketing, use and distribution of petroleum, petrochemicals and chemical products, biofuels and feedstocks and includes all petroleum by-products, incidental and supporting activities and all businesses described in our Company's objectives as registered with the Ministry of Commerce. Termination The Government may terminate this agreement if (i) we assign the ownership of our refinery to a third party without the consent of the Government; (ii) we are dissolved or liquidated; or (iii) we fail to adhere to any term or condition in the agreement and fail to correct a breach within a given period after being notified. (B) Product Sales Agreements 1. Paraxylene Sales Agreement with Siam Mitsui PTA Company Limited We have a paraxylene sales agreement with Siam Mitsui PTA Company Limited. The contract, which was entered into when our aromatics plant first commenced operations in 1999, was last renewed on January 1, 2006 for four years and requires us to supply, and the counterparty to purchase, paraxylene in the amounts stated in the agreement. Prices are negotiated monthly referenced to prevailing competitive market prices in Asia. We provide the counterparty credit for 30 days after the end of the month. 2. Paraxylene Sales Agreement with Indorama Petrochem Limited We have a paraxylene sales agreement with Indorama Petrochem Limited. The contract, effective December 20, 2004, has an initial term from June 1, 2004 to December 31, 2008, after which it continues indefinitely until terminated for default, or by either party giving not less than 60 days prior notice. Under the agreement, we are required to supply, and the counterparty is required to purchase, paraxylene in the amounts stated in the agreement. Prices are established monthly and, for the initial term, are calculated using a formula based on various factors including, the monthly Asian market contract price for and the CFR South East Asia spot price for paraxylene. Following the initial term, the price for each subsequent year shall be subject to negotiation. We provide the counterparty credit for 30 days after the end of the month in which delivery occurs. (C) Feedstock Purchase Agreements 1. Feedstock Throughput Agreement with Thai Oil Public Company Limited We have a feedstock throughput agreement with Thai Oil Public Company Limited ("Thaioil") effective May 28, 2007 for use of Thaioil's single buoy mooring facilities. The agreement, which replaces a similar agreement in the past, is for a period of three years commencing May 28, 2007 and may be renewed by mutual agreement of both parties. We pay Thaioil a throughput fee of a specified amount per barrel. This rate will be adjusted by mutual agreement at least three months before the mid point of the term of the agreement. If there is any disagreement in relation to the adjusted fee, the agreement may be terminated. Feasibility Study - N/A - Technical and Management Assistance As an ExxonMobil affiliate, we utilize ExxonMobil's highly disciplined approach to our business and operations. Our business model maintains focus on long-term fundamentals and growing shareholder value. We also benefit from extensive operational, technological and administrative support from ExxonMobil. We are able to benefit from ExxonMobil's global crude purchasing capabilities and scale to achieve a cost-effective and reliable crude supply. Moreover, access to ExxonMobil's global refined petroleum products and chemicals sales information network allows us to achieve optimal net realization for our products. As a party to the standard research agreement with ExxonMobil, we benefit from the research and development conducted by ExxonMobil and the resulting intellectual property. We also have a number of agreements with ExxonMobil affiliates which provide us with cost-efficient technical and business-support services including accounting, customer services, human resource services, and information services. ExxonMobil continually develops and deploys new technology. For example, ExxonMobil continues to seek new, improved catalysts that accelerate chemical reactions without being consumed, which is one way to lower processing costs. We benefit from ExxonMobil's technology in processing a wide variety of challenged crudes and feedstocks to meet customer demands and lower raw material costs. One of the core components of such technology is the ability to characterize, at the molecular level. We also benefit from the use of "Esso" and other ExxonMobil trademarks licensed from ExxonMobil, the availability of ExxonMobil and affiliated management and technical personnel and the corporate support services provided by ExxonMobil. We also benefit from the use of "Esso" and other ExxonMobil trademarks licensed from ExxonMobil, the availability of ExxonMobil and affiliated management and technical personnel and the corporate support services provided by ExxonMobil. We employ an Operations Integrity Management System ("OIMS"), which is a disciplined systematic approach developed by ExxonMobil to provide a robust framework for managing safety, security, health and environmental risks. We also continually strive to increase our energy efficiency, and have implemented ExxonMobil's Global Energy Management System (GEMS), a comprehensive and rigorous system of operational, maintenance and design best practices for energy management. We make use of "self help" programs from ExxonMobil's global networking resources that assist in identifying areas of improvements based on global best practices, particularly in relation to raw material diversification, new emerging crude processing opportunities, opportunities to further capture economic efficiencies and new technology to debottleneck profitable units. We and our subsidiaries have adopted rigorous internal control system from Exxon Mobil Corporation with the focus on allocating responsibility of business control to each business unit to ensure transparent and efficient operation. Future Projects We do not have any major capital expenditures projects planned in 2008 and 2009. Our planned capital expenditures for 2008 and 2009 relate principally to general care and maintenance, modifications and enhancements of our production facilities and company owned service stations. We intend to finance these capital expenditures out of our working capital and bank facilities. 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 undertaking a study to evaluate our options on how to meet these new fuel specifications, but we will likely be required to make a substantial capital investment prior to the effective date of January 1, 2012 or we will not be able to sell any fuels that fail to meet the new specifications. Based on preliminary estimates, we expect such capital investment to amount to approximately Baht 15,000 million, although the final project cost is subject to significant uncertainties, depending on the project scope that has yet to be finalized and the market conditions during project implementation. We expect to begin to incur this expenditure as early as 2010. We have incurred a one-time cost of Baht 130 million to conduct a study to evaluate our options on how to meet the new fuel specifications by 2012 which is recorded as other manufacturing expense in 2007. Related Transactions (Please refer to the Company's effective prospectus for further details) 1. Overview of the Company's Related Transaction As an ExxonMobil affiliate, we have entered into various agreements with other ExxonMobil affiliates for delivery of services to us and for us to provide services to them for the benefit of leveraging off ExxonMobil's operational expertise, brand recognition and affiliate network. Benefits of being an ExxonMobil affiliate include access to (i) expertise in crude oil and raw material procurement services, (ii) a global refined petroleum products and chemicals sales network, (iii) advanced technological, operational and engineering services, and participation in ExxonMobil's research and development programs. We also benefit from the use of "Esso" and other ExxonMobil trademarks licensed from ExxonMobil, the availability of ExxonMobil and affiliated management and technical personnel and the corporate support services provided by ExxonMobil. 2. Related Party Transactions entered into by ETL and Related Companies 2.1 Type and Nature of Related Party Transactions entered into by ETL and Related as of December 31, 2006 and 2007 (1) Sale of Goods and Provision of Services Related Party Related Party Name / Nature of Agreement Transaction Transaction (Please refer to section for the year for the year "Summary of Material Related Company ending on 31 ending on 31 Contracts" and the Company's December 2006 December 2007 effective prospectus for further (Million Baht) (Million Baht) details) Thai C-Center Co.,Ltd Sales of Goods Sales of Goods - Product Purchase/Sale (Subsidiary of United 20,090 21,514 Agreement dated 1 January 2007 Industry Service Income Service Income - License and Franchise Development Co.,Ltd 112 110 Agreement dated 1 which hold 99.99% November 2007 stake) Receivables Receivables - Tiger Mini Mart/Food Mart 939 1,215 Franchise Agreement dated 1 January 2007 ExxonMobil Chemical Sales of Goods Sales of Goods - Non-exclusive Distributorship (Thailand) Limited 18,314 11,717 Agreement dated 1 October ("EMCTL") 2003. ETL agrees to appoint (Subsidiary of Exxon Service Income Service Income EMCTL, as the distributor, to Mobil Corporation 7 0.1 assist in distributing and 100% held by paraxylene products in ExxonMobil Receivables Receivables Thailand, including other International Holding 2,676 0 services (e.g., marketing, Inc.) distribution and sale of *Amount up to products). *EMCTL's entire August 31, - Refining Service Agreement businesses were 2007 which is dated 1 January 2003. ETL transferred to ETL on the date before agrees to provide services September 24, 2007) economic of covering managerial, EMCTL professional, administrative, business is and other operational advice transferred to relating to their overall ETL corporate operations (more)