2) IFA's Opinion regarding the connected transaction of TTW

to IEAT. 12) Throughout the Agreement period, the Company shall be duty-bound to take care of and maintain the water production plant, water production system, groundwater pumping system, water distribution system, waste water treatment plant, waste water inflow system and waste water treatment system to be in good conditions and cause no harm to any person in accordance with the standards of the producers of the same characteristics. The Company shall, at its own expenses, repair and maintain the machinery and equipment based on the maintaining timetable throughout the Agreement period. Any machinery, equipment or parts the Company has brought in to replace or to add to the systems to enable the tap water production and the waste water treatment under this Agreement shall forthwith become under the ownership of BLDC at no charge, unless otherwise agreed upon, and throughout the Agreement period, the Company shall make no significant changes that will severely damage the water production plant, including the tap water production system, the groundwater pumping system and the water distribution system, and the waste water treatment plant, including the waste water inflow system and the waste water treatment system, unless with consent from BLDC, which shall not be suspended nor delayed on groundless reasons. 13) The Company shall have the power to select any personnel, at its own expenses, to operate and maintain the water production plant, including the tap water production system, the groundwater pumping system and the water distribution system, and the waste water treatment plant, including the waste water inflow system and the waste water treatment system. 14) Under the terms and conditions of this Agreement and throughout the Agreement period, unless in case of emergency, if BLDC or the government enter to conduct any activity in the premises of the location of the water production plant, the tap water production system, the groundwater pumping system and the water distribution system, the waste water treatment plant, and/or the location of the waste water inflow system and the waste water treatment system, or any activity that will impact the production and distribution of tap water and/or the Page 78 of the total 92 pages The Opinion Report of the Independent Financial Advisor waste water inflow and waste water treatment, without any legitimately reasonable grounds, and that will intervene in the operations and/or the flows of water or the functioning of the systems or any particular part of the systems, the Company may demand indemnity from BLDC (in case of activity by BLDC) or urge BLDC to demand indemnity from the government for such damages. 15) Throughout the Agreement period, in case of necessity for the expansion of the waste water treatment system to serve the higher demand from the customers in the Industrial Estate, BLDC agrees to have the Company undertake the waste water treatment expansion investment and operations, at the Company's cost, until the end of the Agreement period. BLDC shall arrange for the Company an adequate and proper land in the Industrial Estate to accommodate the constructions for such expanded operations. The Company shall pay no additional consideration to BLDC for such right on the expanded operations. However, if the remaining Agreement period at that moment is insufficient to enable the Company to yield break-even returns on such expanded operation investment, the contract parties shall be willing to negotiate the extension of the period and determine the consideration for the extended period at appropriate rate and term. 16) Throughout the Agreement period, BLDC shall give cooperation to the Company in taking out insurance for the water production plant, the tap water production system, the raw water pumping system, the groundwater pumping system, the water distribution system, the waste water treatment plant, the waste water inflow system and the waste water treatment system, at the Company's own expenses and with the Company specified as the insurance beneficiary. If the insurance compensation claimed and received from the insurer in relation to the insurance taken out on the assets of BLDC (other than third-party and business interruption insurance), the Company agrees to use such claim amount for the repair of the damaged items as well as change of damaged parts, so that such assets will return to normal functionality throughout the Agreement period. 17) Throughout the Agreement period, BLDC shall attempt to assist the Company in the application for and receipt of public utility services at the service rates not exceeding those applicable to the general customers in the Industrial Estate. Agreement between BLDC and the Company: 1) BLDC shall register release of mortgage of land together with construction and machinery, where the water pumping plant is located, within 15 days from the start of the Operating Rights. 2) BLDC shall confirm and agree that the tap water production system, the groundwater pumping system and the waste water treatment system can fully and completely function during the time of the handover of the Operating Rights to the Company under this Agreement. The Company shall examine such functioning and verify the functionality of the tap water production system, the groundwater pumping system and the waste water treatment system as allowed by the system conditions at the moment of Operating Rights handover. Upon the end of the Agreement period, for whatsoever reasons, the Company shall (a) hand over the tap water production system Page 79 of the total 92 pages The Opinion Report of the Independent Financial Advisor and the waste water treatment system that can function as allowed by the system conditions at the moment, and (b) hand over the groundwater pumping system in the as-is conditions whether it can function completely or not, to BLDC. 3) BLDC agrees to strictly perform in compliance with the provisions in the joint operation agreement between BLDC and IEAT, as well as rules, regulations and requirements of IEAT. 4) BLDC shall not distribute, transfer or incur any obligation over the land, construction, machinery, equipment and any assets in the tap water production system, the groundwater pumping system and the waste water treatment system with any third party, 5) BLDC represents that, during the handover of the Operating Rights to the Company, the waste water plant has the treating capacity of 18,000 cu.m./day, and the Company has examined the functioning thereof to its satisfaction before acceptance of the facility handover. In the future, in case of necessity for the expansion of the treating capacity, BLDC shall strictly comply with the provisions in this Agreement. 6) BLDC warrants that the minimum water supply quantity per day and the minimum treated water quantity per day during 2010-2012 shall be as follows: Year Average water supply quantity per day Average treated water quantity per day 2010 15,513 cu.m./day 11,480 cu.m./day 2011 16,429 cu.m./day 12,157 cu.m./day 2012 18,401 cu.m./day 13,617 cu.m./day In the event that the Company sells water and/or treats waste water in any year in the quantity lower than the minimum quantity stated above, BLDC shall compensate for the income shortfall in relation to the quantity shortage to the Company by February of the following year. 7) BLDC shall undertake construction and start of operations of a power plant with generating capacity of at least 120 MW in the Industrial Estate, and have such power plant purchase water from the Company in the average minimum quantity of 2,000 cu.m./day and use the Company's waste water treatment service for the power generation business by 2013. If BLDC fails to undertake, within the specified period, the construction and start of operations of the power plant in the Industrial Estate, and the power plant's purchase of water and use of waste water treatment service from the Company, BLDC shall compensate for the variable profit receivable by the Company from the sales of water and treatment of waste water for the power plant by the calculation method prescribed. The compensation shall be made to the Company by February of the following year. 8) On the date of the start of operations, BLDC shall arrange to have itself, the Company and the contractor in the construction and repair of the tap water production system, the groundwater pumping system and the waste water treatment system, enter into the entitlement agreement thereby the Company shall be entitled to exercise the Page 80 of the total 92 pages The Opinion Report of the Independent Financial Advisor rights of BLDC during the performance bond period on behalf of BLDC pursuant to the construction agreement stated above. Termination of the Agreement 1) BLDC shall have the right to terminate the Agreement in any of the following events: (a) The Company fails to produce tap water for distribution or provide waste water treatment service as prescribed in the Agreement, and provided that such failure is not a default of BLDC, or (b) The Company fails to produce tap water or provide waste water treatment service up to the required water standards provided that such failure does not stem from force majeure or any exceptional circumstances, or (c) The Company breaches material provisions under the Agreement. BLDC may send a written notice to the Company, indicating the event of default and informing the Company to make remedy within three months or any longer period as BLDC may deem proper (but not over 12 months). During such period until the termination of the Agreement or the remedy to comply with the Agreement, BLDC shall seek ways to prevent any damage to the customers, and this action by BLDC shall not be deemed as its abandonment of the right to call for remedy of the event of default. Provided that the event of default is not rectified before the end of the specified period, BLDC may forthwith terminate the Agreement and shall have the right to confiscate all the remaining right fee and claim for any damages from the Company as actually incurred. 2) The Company shall have the right to terminate the Agreement in any of the following events: (a) BLDC breaches material provisions under the Agreement, or (b) BLDC materially breaches the joint operation agreement thereby causing the agreement to be terminated and/or violates any legal requirement relevant to the joint operation agreement, including, for example, failure to obtain a regulatory permission, etc., or (c) Any state agency has disrupted or intervened in the business operations or the operations of the tap water production system, the groundwater pumping system and the tap water distribution or the provision of waste water treatment service to customers, without any legitimately reasonable grounds, unless otherwise allowed under any provision of this Agreement provided that it is not a default of either the Company or BLDC. The Company may send a written notice to BLDC, indicating the event of default and informing BLDC to make remedy within three months or any longer period as the Company may deem proper (but not over 12 months). In case that the event of default is not rectified within the specified period, the Company may forthwith terminate the Agreement. If the event of default stems from BLDC's failure to comply with the agreement between BLDC and the Company as stated above, the Company shall have the right to forthwith terminate the Agreement. Page 81 of the total 92 pages The Opinion Report of the Independent Financial Advisor In addition, if BLDC liquidates the business or dissolves the business or faces a bankruptcy filing or is placed under receivership or lodges an application for business rehabilitation, the Company shall also be entitled to forthwith terminate the Agreement. With the termination of the Agreement due to any of the events stated above, BLDC shall forthwith return to the Company the consideration amount under the Agreement proportionately to the remaining Agreement period. BLDC shall also forthwith compensate the Company for the damage in the amount equal to the income shortfall, with calculation made using the discount rate prescribed. 3) The termination of the Agreement by force majeure or due to exceptional circumstances shall be in any of the following events: (a) Such force majeure or exceptional circumstances disable the compliance with the Agreement, or (b) Such force majeure or exceptional circumstances have taken place before the start of the business operations and caused either of the contract parties fail to comply with the Agreement for over 90 straight days, and the end of the force majeure or exceptional circumstances is not predictable, or (c) Such force majeure or exceptional circumstances have taken place after the start of the business operations and caused either of the contract parties fail to comply with the Agreement for over two straight years, and the end of the force majeure or exceptional circumstances is not predictable. Either of the contract parties may notify to terminate the Agreement by sending a written notice to the other party. In such case, BLDC shall forthwith return to the Company the consideration amount under the Agreement proportionately to the remaining Agreement period, and both parties agree that no compensation or any other expenses shall be demanded by either of the parties from each other. Settlement of dispute 1) The contract parties shall primarily put efforts to end any dispute, conflict or claim arising from this Agreement for 30 days before a legal filing. In the event that no settlement of the dispute, conflict or claim can be agreed upon, the parties shall lodge the case to the Thai court. 2) This Agreement shall be construed and enforced pursuant to the law of the Kingdom of Thailand. Page 82 of the total 92 pages The Opinion Report of the Independent Financial Advisor Appendix 2 Summary on the key assets under the Company's rights of operation and management 1) Assets used in the surface water-based tap water production: Type of asset Site Application purpose Raw water pumping station: No. 2 Moo 1 Bang Kra To pump raw water from - 4 sets of raw water pumps (3 operative, 1 back-up) San Sub-district, Bangpa- natural water resource with pumping capacity of 735 cu.m./hour/set or in District, Phra Nakhon (Khlong Wua), which is around 2,200 cu.m./hour Si Ayutthaya diverged from the Chao - 2 sets of trash rack with flowing rate of 2,200 Phraya River, for transmission cu.m./hour to the tap water production - Controlling tower -SCADA system plant. - 2 HDPE pipelines - Back-up power generator with 250 KW capacity Tap water production plant: No. 139 Moo 2 Khlong Jik For tap water production and - Tap water production system with maximum Sub-district, Bangpa-in transmission to the production capacity of 48,000 cu.m./day District, Phra Nakhon Si distribution plant. - Chemicals building Ayutthaya - 2 units of water drums with containing capacity of 3,880 cu.m./unit - Residue stock unit, with 3 dumping wells of 4,300 cu.m./well capacity and 1 stock well of 12,600 cu.m. capacity - Controlling tower -SCADA system - Inspection and measurement equipment - Back-up power generator with 600 KW capacity Water distribution system: No. 139 Moo 2 Khlong Jik For tap water distribution to - 5 sets of water pumps, of which 3 are of fixed speed Sub-district, Bangpa-in entrepreneurs in Bangpa-in type (2 operative, 1 back-up) and 2 are of adjustable District, Phra Nakhon Si Industrial Estate. speed type (2 operative) Ayutthaya - HDPE pipeline of 5.7 km. distance and ACP pipeline of 28.2 km. distance to access premises of entrepreneurs Page 83 of the total 92 pages The Opinion Report of the Independent Financial Advisor 2) Assets used in the groundwater-based tap water production: Type of asset Site Application purpose - 18 groundwater wells with pumping capacity of No. 139 Moo 2 Khlong Jik To pump groundwater for 18,050 cu.m./day Sub-district, Bangpa-in transmission to water - Water meter District, Phra Nakhon Si distribution station for further - Motor Ayutthaya transmission to entrepreneurs - 3 units of water drums with containing capacity of in Bangpa-in Industrial Estate. 1,000 cu.m./unit However, the Company has - Power transformer planned to keep the groundwater wells as back-up resources for use during the drought season when raw water supply from natural resources is insufficient to serve the production. 3) Assets used in the provision of waste water treatment service: Type of asset Site Application purpose - Bio-activated SDO waste water treatment system with No. 139 Moo 2 Khlong Jik For provision of waste water maximum treating capacity of 18,000 cu.m./day Sub-district, Bangpa-in treatment service. - Waste water inflow pipelines District, Phra Nakhon Si - Treated water pipelines to natural water resources Ayutthaya Page 84 of the total 92 pages The Opinion Report of the Independent Financial Advisor Appendix 3 The Shareholder Structure of Thai Tap Water Supply Plc. as of June 16, 2009 and details of related parties Name No. of shares % of paid-up capital 1. CH. Karnchang Plc. 1/ 1,408,777,400 35.31 2. Mitsui Water Holdings (Thailand) Ltd. 2/ 1,032,500,000 25.88 3. Bangkok Expressway Plc. 3/ 368,750,000 9.24 4. HSBC (Singapore) Nominees Pte. Ltd. 202,992,100 5.09 5. State Street Bank and Trust Company for London 147,630,000 3.70 6. Bangkok Bank Plc. 73,895,000 1.85 7. Thai NVDR Co., Ltd. 71,919,700 1.80 8. Chase Nominees Limited 1 61,141,000 1.53 9. State Street Bank and Trust Company for Australia 31,327,200 0.79 10. American International Assurance Company-APEX 25,000,000 0.63 Total 3,423,932,400 85.81 Source: TTW's shareholder registration Note: 1/ CH. Karnchang Plc. engages in construction business - The Board of Directors as of June 16, 2009 are as follows : Name Position 1. Mr. Asawin Khongsiri Chairman of the Board of Directors 2. Mr. Plew Trivisvavet Director 3. Mr. Vitoon Techatasanasoontorn Director 4. Mr. Don Poramutvinai Director 5. Mr. Tawalsak Sukawan Director 6. Mr. Pavich Tongroj Director 7. Mr. Narong Sangsuriya Director 8. Mr. Rat santaaunnop Director 9. Mr. Prasert Marittanaporn Director 10. Mr. Sombat Kitjalaksana Director 11. Mr. Anugoon Tantimas Director 12. Mr. Kamthorn Trivisvavet Director Source : Affidavit of CH. Karnchang Plc. Page 85 of the total 92 pages The Opinion Report of the Independent Financial Advisor - The shareholders of CH. Karnchang Plc. as of May 6, 2009 are listed below: Name No. of shares % of paid-up capital 1. Mahasiri Siam Co., Ltd. 295,481,360 20.43 2. CH Karnchang Holding Co., Ltd.4/ 151,707,400 10.49 3. CK. Office Tower Co., Ltd. (more)