) Information Memorandum : TTW

acquire the entire concession business (whether at the market price or at the price awarded by the arbitrator if the parties cannot agree on the price); or (d) the Concessionaire revokes the Concession. Dividend payment : Payment of dividends out of the net profit may be declared only after 10% or more of the annual net profit is allocated as reserved fund. Any profits left after a dividend has been paid must be transferred to the retained earning account. The Concessionaire's reserved fund must be maintained in a fixed deposit with a designated bank. If the reserved fund exceeds 10% of the Concessionaire's registered capital, it may allocate any surplus over the 10% limit for investment in government bonds or etc. for profit making, provided that the investment transaction obtains prior approval from the Concession Grantor. Fee : With effect from the commencement date of the water distribution, the Concessionaire must pay an annual fee according to the calendar year on fixed rate of Baht 5 per cubic metre of the quantity of one hour's full production capacity to compensate the costs and expenses incurred by the Concession Grantor's inspector. The fee of at least Baht 50 or more than Baht 200 per annum must be paid in advance once a year in December. For the first year of operations, the amount paid will be pro rated according to the number of months during which the concession business is operated and the initial payment must be made within three months from the date of beginning distribution. However, if the operation begins less than three months before the end of the calendar year, the fee must be paid before the end of that year. 3. Operation and Maintenance Agreement and its amendments Parties : Waterflow (the Operator) and the Company (the Employer) Date of Agreement : 12 June 2001 (the Amendment to the Operation and Maintenance Agreement is dated 1 April 2006) Term of Agreement : 30 years from 21 July 2004, which is the Effective Date of Sale Scope of services : (1) The Operator is appointed to operate, maintain and manage the Water Production System and the Local Distribution Network System and to provide other relevant services to the Employer for the contractually agreed period. Technical expertise and qualifications, skilled manpower and efficient equipment of the Operator are required as specified in the Agreement, the memorandum of consent, quality control requirements, action plans and handbooks concerning the system operation and maintenance, the equipment producers' suggestions, appropriate safety measures, the relevant insurance policies, and applicable laws. (2) The Operator must ensure that the Water Production System is capable of producing the Minimum Availability Quantity, which is equal to the Minimum Off-take Quantity at any time plus the lesser of (i) 7% of the Minimum Off-take Quantity at that time and (ii) 20,000 cubic metres per day. The Operator has no obligation to supply an extra quantity other than the Minimum Availability Quantity. (3) The Operator must report its monthly and yearly performance to the Employer. The Operator must also prepare and submit an annual management and operation plan, and annual forecast to the Employer within 90 days of the end of each contract year. The Operator is also responsible for testing and checking head metres. (4) Any procurement of spare parts for planned preventive maintenance is at the sole expense of the Operator, while the spare parts for essential running and the replacement and refurbished plant fall under the Employer's responsibility. The Employer also agrees to bear the electricity charges and cost of chemicals used in the water production process. (5) In addition to the specified scope of services, the Employer may ask for additional services from the Operator, to be agreed between the parties. Fees and charges : (1) The monthly service fee is calculated according to the quantity delivered to PWA during each month at the rate for 2007 equal to Baht 0.258613 per cubic metre, VAT not included. The monthly fee is due for review on 1 January of each year on the basis of the consumer price index for consumers in the middle part of Thailand. (2) Except as clearly specified in the Agreement, the Operator may collect any charges and fees for other services in an amount equal to the actual cost incurred by itself, plus 15% and VAT. Indemnity : (1) The Operator is held liable to indemnify the Employer against any liabilities, damages, losses and injuries arising from any action, omission, inefficient services or defects in relation to the services and duties under this Agreement by the Operator or its employees, sub-contractors and agents, whether intentionally or negligently. (2) The Operator must ensure that the Water Production System is capable of producing and transmitting the Minimum Availability Quantity. If that requirement is not satisfied because of the Operator's fault, the Operator must pay a fine equal to the shortfall in water multiplied by the rate of water charge. A disrupted supply for more than 20 consecutive days is subject to a fine of at least Baht 250,000. In no event, the total amount of fines for a whole year shall exceed Baht 1 million. (3) If the water produced does not meet the given standard because of the Operator's fault, the Operator must pay an indemnity at the contractually specified rate. This obligation to pay does not apply if the sub-standard water is due to an act of God, an event of force majeure or sub-standard raw water. Termination of the Agreement: (1) The Employer may terminate the Agreement if (i) the quantity or quality of the water supply does not meet the agreed requirements repeatedly as a result of the Operator's fault, or (ii) the Operator is in material breach of this Agreement or does not follow the Employer's reasonable advice or demand consistently or is declared bankrupt, dissolved or becomes subject to a court's receivership order, and such circumstances cannot be remedied within the specified time frame. (2) The Operator may terminate the Agreement if the Employer is in default of payment or materially breaches the Agreement and cannot remedy the default within the specified time frame. (3) If the Employer terminates the Water Purchase and Sale Agreement, including the termination because of force majeure or certain exempted circumstances, it may concurrently terminate this Agreement by sending written notice to the Operator. In that event, the Employer is bound to pay all of the service fees accrued until the date of termination, including any reasonable costs and expenses incurred relating to the cancellation of those services (4) If PWA terminates the Water Purchase and Sale Agreement on account of the Employer's non- compliance, the Employer may concurrently terminate this Agreement by sending written notice to the Operator. In that event, the Employer is bound to pay all of the service fees accrued until the date of termination, including any reasonable costs and expenses incurred relating to the cancellation of those services. Pathum Thani Water 1. Water Production and Distribution Licence Agreement Parties : PWA and Pathum Thani Water Date of Agreement : 31 August 1995 (the Amendment to the Water Production and Distribution Licence Agreement is dated 8 November 2006) Term of Agreement : 25 years from the Commencement Date, i.e. 15 October 1998 Objective : PWA designates Pathum Thani Water to produce and sell a maximum of 288,000 cubic metres of tap water per day to it in the area of Pathumthani and Rangsit. This is to substitute the underground water production by PWA itself and to increase tap water productivity to meet the consumers' demand. PWA will purchase tap water from Pathum Thani Water and subsequently supply and sell tap water to the end-users through the User Terminal System, while Pathum Thani Water agrees to build the Local Distribution Network System itself. Pathum Thani Water further agrees to enjoy or bear all profits or losses from this investment on its own. On the Commencement Date (i.e. 15 October 1998), Pathum Thani Water agreed to transfer the Local Distribution Network System to PWA. On 14 October 2023 at 00.00 (which is the date falling 25 years from the Commencement Date), the Water Production System will be vested with PWA. Water purchase and sale : (1) On the Commencement Date, the MOQ is 140,000 cubic metres per day this is subject to annual review by PWA. In any circumstances, the new MOQ must be equal to or higher than the previous year's level. Written notice of the new MOQ must be given by PWA to Pathum Thani Water at least 15 days before the end of each calendar year. Each new quantity is applicable for 12 months from the end of the previous calendar year. From the Commencement Date, Pathum Thani Water undertakes that the Water Production System will be capable of producing and transmitting the MOQ of water, plus 30% to meet PWA's requirements. If PWA's forecast shows that the local demand in the service area of Pathumthani and Rangsit tends to exceed 288,000 cubic metres per day, and in an attempt to satisfy the rising demand, PWA may accelerate its own production capacity or take additional supply from another private operator, although the Agreement remains effective. No additional supply may be acquired from a third party, unless the MOQ exceeds 288,000 cubic metres per day. (2) With effect from the Commencement Date, Pathum Thani Water will annually report to PWA about the average quantity of actual water supply. If it appears that the average quantity of actual water supply is below the MOQ during the relevant 12-month period, PWA must pay Pathum Thani Water an additional water charge for such shortfall in water. This amount of water charge becomes due and payable 30 days after receipt of an invoice from Pathum Thani Water. At any time during the 12-month period, if Pathum Thani Water fails to deliver the MOQ or any event of emergency causes PWA to suspend the water supply or reduce the quantity of water supply from Pathum Thani Water under clause 10.7 of the Agreement, PWA has no obligation to pay the water charges for the MOQ during the relevant period. In preparing an annual report on the average quantity of actual water supply as mentioned in the above paragraph, the period and quantity of water supply referred to in this paragraph is therefore not included in that report. Water charge Rate : From the Commencement Date, PWA must pay Pathum Thani Water the monthly water charges at the rate of Baht 7.89 per cubic metre, not including VAT. This rate is subject to annual review on 1 January according to the formula specified in the Agreement. Lease and extension : If Pathum Thani Water wishes to lease the Water Production System after transfer of the system to PWA, written notice must be given to PWA after the date falling 24 years after the Commencement Date and at least six months before the transfer; failing which, an option to lease will be extinguished. If PWA approves a 10-year lease at the request of Pathum Thani Water, the parties must agree on the terms and conditions of the lease, including the rent, within 30 days of receipt of the notice from Pathum Thani Water. The water purchase and sale during the lease term is subject to the terms and conditions of this Agreement in all respects. When the original lease term ends, Pathum Thani Water may apply for another 10-year extension of the lease. Only one extension of lease is permitted. Termination of the Agreement : (1) PWA may terminate the Agreement if any of the following events occurs: (a) The project does not begin within 90 days from the date of the Agreement. (b) The Commencement Date falls behind schedule. (c) Pathum Thani Water fails to supply the Minimum Availability Quantity. (d) The quality of tap water produced is below the agreed standard. (e) Pathum Thani Water is in material breach of the Security Agreement. (f) Pathum Thani Water is in material breach of the Agreement. Upon occurrence of any of the above events, PWA must send written notice to Pathum Thani Water stating the relevant event of default and the remedy period of three months or any longer period as PWA thinks fit (but not exceeding 12 months). If the event of default is not remedied within specified period, PWA may terminate the Agreement by sending written notice of termination to the Financiers' representative at least three months in advance. If, within the relevant period, the Financiers' representative exercises the right to appoint any entity to substitute Pathum Thani Water through the transfer of obligations under this Agreement and agrees to remedy Pathum Thani Water's breach within an appropriate time, PWA cannot terminate the Agreement. Conversely, if the Financiers' representative does not exercise the right through the transfer of obligations under this Agreement, PWA may terminate the Agreement and seize the letter of guarantee. As a result, the Water Production System will become the property of PWA and PWA has the right to claim damages in excess of the security amount. If an event under (c) or (d) occurs and insofar as the Agreement remains effective, PWA may relieve the public damage by acquiring an extra supply from other sources to supply to the users and claim for an indemnity relating to that action from Pathum Thani Water by sending written notice. Within 30 days of receiving the notice from PWA, Pathum Thani Water must pay the indemnity. (2) Pathum Thani Water may terminate the Agreement if any of the following events occurs: (a) PWA is in material breach of this Agreement. (b) Any government agencies obstructs or intervene the operation of the project, the functioning of the Water Production System or the ongoing construction of the Local Distribution Network System (unless it is permitted by this Agreement) and such obstruction or adverse affect is not due to Pathum Thani Water's fault. Upon occurrence of any of the above events, Pathum Thani Water may send written notice to PWA stating the relevant event of default and the remedy period of three months or any longer period as Pathum Thani Water thinks fit (but not exceeding 12 months). If the event of default is not remedied within specified period, Pathum Thani Water may terminate the Agreement and must transfer the Water Production System to PWA. In that event, PWA must indemnify Pathum Thani Water for the early termination of the Agreement by paying any costs, charges and expenses reasonably incurred from or relating to the work actually done, cost of financing and other losses and expenses incurred by Pathum Thani Water, including the loss of any revenue which might have been accrued during the rest of the Agreement term. The indemnity, including the losses and expenses incurred, will be evaluated by an independent engineer (acting as an expert but not an arbitrator) and have reference to Pathum Thani Water's accounts as audited and reviewed immediately after the termination. 2. Water Purchase and Sale Agreement for Rangsit Waterworks Branch Office Parties : PWA and Pathum Thani Water Date of Agreement : 15 September 2006 Term of Agreement : From the Effective Date of Sale to 14 October 2023 Objective : PWA expects to purchase an additional quantity of 70,000 cubic metres per day of tap water from Pathum Thani Water to service the PWA's Rangsit Waterworks Branch Office in Pathumthani Province. The operation of this project relies on part of the assets and property subject to the Water Production and Distribution Licence Agreement dated 31 August 1995. Water charge rate : The annual water charge rate for 2006 (applicable from 1 January to 31 December) is Baht 9.90 per cubic metre, VAT not included. This rate is subject to annual review on 1 January according to the formula specified in the Agreement. The initial review falls on 1 January 2007. Extension of the Agreement : Pathum Thani Water has an option to extend the term of the Agreement by sending written notice to PWA at least 180 days before the original term ends. PWA has the sole discretion to approve or reject the extension. Assignment of rights : Pathum Thani Water may assign its right to receive consideration under this Agreement to the Financiers or any person without prior consent from PWA. However, it must send written notice to PWA within 30 days of the date of that transfer. Termination, penalties and seizure of security : If Pathum Thani Water fails to complete the construction works in order to produce and transmit the required quantity and quality of tap water within the specified timeframe, it becomes a defaulting party. As a result, PWA may terminate the Agreement immediately without compensation to Pathum Thani Water. If PWA does not exercise its right to terminate the Agreement, it may daily fine Pathum Thani Water at the rate of 0.2% of the value of the Minimum Off-take Quantity multiplied by the then applicable water charge rate. The daily fine is accrued from the date on which Pathum Thani Water is in default to the date on which it resumes complying with the Agreement. For calculation purposes, any fraction of a day is rounded up. Prior notice of the fine or any compensation is not required. Alternatively, if PWA does exercise its right to terminate the Agreement, it may seize the security or claim payment from the guarantor under the bank guarantee and claim damages from Pathum Thani Water in relation to its non-compliance with the Agreement. If Pathum Thani Water is also subject to the penalty stated in the above paragraph, PWA may additionally demand payment of the daily fine incurred from the date of default until the date of termination. 3. Waterworks Business Concession Concession Grantor : Ministry of Interior Concessionaire : Pathum Thani Water Date of effective concession : 13 January 2000 Concession term : 25 years from the date of the Concession Objective : To grant a concession to the Concessionaire to provide tap water production and distribution services within the area of Pathumthani-Rangsit or in other areas as the Concession Grantor and the Concessionaire may agree. Right to acquire the tap water business : (1) When the concession business has been operated for half of its full life, the government, municipal authority or sanitation district may acquire the Concessionaire's entire tap water business. In that event, the Concession Grantor may withdraw the Concession to itself to acquire the Concessionaire's business or allow the relevant municipal authority or sanitation district to purchase it, in each case, at the market price, provided that notice must be sent to the Concessionaire at least six months in advance. If the acquisition price cannot be amicably reached, each party must appoint one arbitrator. If the two appointed arbitrators still cannot make a final decision, they must jointly nominate a third arbitrator to give an award. All costs, charges, fees and expenses relating to the appointment of the arbitrators are equally borne by the parties. (2) Upon expiration or termination of the Concession, the Concession Grantor has the option to acquire the Concessionaire's entire tap water business. If the Concession Grantor decides to acquire, it must do the following: (a) Acquisition after the expiration of the Concession: The Concession Grantor must send a written notice of its intent to the Concessionaire at least six months before the Concession expires. (b) Acquisition after the termination of the Concession: The Concession Grantor must send a written notice of its intent to the Concessionaire within three months of the termination of the Concession. Without such a notice or with a notice declining to acquire the business, the Concessionaire may sell the business to a third party. If the acquisition price cannot be concluded, the parties must appoint the arbitrators in accordance with the procedures specified in the Concession. (3) If the Concession Grantor does not wish to acquire the tap water business and the Concessionaire (more)